Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Corporate Express Inc), Agreement and Plan of Merger (Data Documents Inc), Agreement and Plan of Merger (Corporate Express Inc)
Access to Information. (a) The From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, subject to Applicable Law, solely for the purpose of facilitating the Closing, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"i) and give Parent and its subsidiaries shall afford to the Company and its accountantsRepresentatives, counselupon reasonable prior notice, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective personnel, offices, properties, books, contracts, commitments books and records (includingof the Company and its Subsidiaries, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) furnish to Parent and its Representatives such financial and operating data and other information concerning their respective businesses, operations, properties, assets, condition as such Persons may reasonably request in writing and (financial or other), results iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of operations the Company and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no its Subsidiaries. Any investigation pursuant to this Section 7.1 6.03 shall amend or modify any representations or warranties made herein or be conducted in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and business of the Company and its subsidiaries shall hold Subsidiaries or otherwise result in any significant interference with the prompt and shall use their reasonable best efforts to cause timely discharge by the employees of the Company Representatives or its Subsidiaries of their normal duties. Nothing in this Section 6.03 shall require the Company to holdprovide any access, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to disclose any information (A) if providing such access or disclosing such information would violate any Applicable Law (including Competition Laws, Foreign Investment Laws, privacy laws and COVID-19 Measures) or a binding agreement entered into prior to the date of this Agreement, (B) protected by attorney-client privilege (whether owned by the Company, as the case may beBoard of Directors or the Special Committee) to the extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts, in connection (C) concerning Acquisition Proposals, which shall be governed by Section 6.04, or (D) regarding the deliberations of the Board of Directors or the Special Committee with respect to the transactions contemplated by this AgreementAgreement or any similar transaction or transactions with any other Person (which shall be governed by Section 6.04 as applicable), except that (i) Parentthe entry into the Agreement or any Transaction Document, Subsidiary and or any materials provided to the Company may disclose such information as may be necessary Board of Directors or the Special Committee in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosetherewith.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Washington Dennis R), Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Atlas Corp.)
Access to Information. (a) The Upon reasonable notice, the Company shall (and shall cause each of its subsidiaries shall Subsidiaries to) afford (i) to Parent and Subsidiary and their respective accountantsthe officers, employees, independent auditors, legal counsel (including outside legal counsel, financial advisors ) and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Parent, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments and records in order that Parent has a full opportunity to make such investigation as it reasonably desires to make of the Company and its Subsidiaries and (includingii) to the independent auditors of Parent, but not limited reasonable access to the audit work papers and other records of the independent auditors of the Company and its Subsidiaries. Additionally the Company and its Subsidiaries will permit Parent to make such reasonable inspections of the Company and its Subsidiaries and their respective operations during normal business hours as Parent may reasonably require and the Company and its Subsidiaries will cause its officers and the officers of its Subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. During the period prior to the Effective Time, the Company shall (and shall cause each of its Subsidiaries to, Tax Returns) and, during such period, shall furnish promptly to one another Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCN Corp /De/), Agreement and Plan of Merger (21st Century Telecom Group Inc)
Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsUpon reasonable advance notice, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company shall, and shall cause each of its accountantsSubsidiaries to, counsel, financial advisors and other representatives (afford the "Company Representatives") full Representatives of Parent reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective its and its Subsidiaries’ properties, books, contractsrecords, commitments Contracts, legal counsel, financial advisors, accountants, consultants and records (includingpersonnel, but not limited toand shall furnish, Tax Returns) andand shall cause to be furnished, during such periodas promptly as practicable to Parent, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businessesthe Company and its Subsidiaries’ business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or may reasonably request for purposes of diligence, integration planning and facilitating the transfer of the ownership of the Company; provided, as however that (a) the case Company may be(after consulting outside legal counsel) reasonably restrict the foregoing access to the extent that any applicable Law, Governmental Entity or attorney-client privilege concerns requires it or its Subsidiaries to restrict access to any properties or information; (b) the Company may reasonably restrict the foregoing access to the extent required by Contracts to which the Company or its respective Subsidiaries is a party; and (c) the Company uses reasonable efforts to seek consent to provide such information and access or otherwise provides such information and access in redacted form. In conducting any inspection of any properties of the Company and its respective Subsidiaries, Parent and its Representatives shall reasonably request; provided that no investigation not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Acceptance Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of its Subsidiaries. All information obtained pursuant to this Section 7.1 6.3 shall amend or modify any representations or warranties made herein or continue to be governed by the conditions to the obligations of the respective parties to consummate the Merger. Parent Confidentiality Agreement which shall remain in full force and effect in accordance with its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseterms.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (O Charleys Inc)
Access to Information. (a) The Subject to Section 6.3.2, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.1, the Company shall, shall cause its Subsidiaries to, and shall instruct each of its and its subsidiaries shall afford to Parent and Subsidiary and their respective Subsidiaries directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, and agents and other representatives (the "collectively, “Company Representatives”) to: (a) provide to Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives",” and, each, together with each of the Company Representatives, a “Representative”) access at reasonable times and Parent upon reasonable prior notice to the Company, to the Company Representatives, the properties, offices and its subsidiaries shall afford to other facilities of the Company and its accountants, counsel, financial advisors Subsidiaries and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments books and records (includingthereof, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) furnish, or cause to be furnished, such other reasonably available information concerning their respective businesses, operationsthe business, properties, Contracts, assets, condition (financial or other)liabilities, results personnel and other aspects of operations and personnel the Company as Parent or Subsidiary Parent, Merger Sub or the Company, as the case Parent Representatives may be, shall reasonably request; provided that no . Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (including sampling) or inspection in respect of environmental matters at the Company Owned Properties and the Company Leased Premises, physical inspections of the assets of the Company and its Subsidiaries, and contact with the customers, vendors, suppliers and creditors of the Company and its Subsidiaries, in each case as Purchaser Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 7.1 6.3.1 shall amend affect or be deemed to modify any representations representation or warranties made herein warranty contained in this Agreement or the conditions to the obligations of the respective parties Parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause Notwithstanding the Parent Representatives to holdforegoing, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts not be required to cause provide access to or disclose information where such access or disclosure would contravene any Law, binding Contract to which the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary is party or any privacy policy applicable to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose’s customer information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
Access to Information. (a) The Company Upon reasonable notice and its subsidiaries subject to applicable laws, each of Parent and Target, for the purposes of verifying the representations and warranties of the other and preparing for the Mergers and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (of the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsother party, counselaccess, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time and in a manner so as not to interfere with normal business operations, to all of their respective its properties, books, contracts, commitments commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (includingincluding by entering into customary confidentiality, but not limited tonon-disclosure and similar agreements with such service providers and/or the other party), Tax Returns) and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of Parent and Target shall, and shall furnish promptly cause its respective Subsidiaries to, make available to one another the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by federal or state banking laws (other than reports or documents which it or any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel its Subsidiaries is not permitted to disclose under applicable law) and (ii) such all other information concerning their respective businessesits and its Subsidiaries’ business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as the other party may reasonably request. Neither Parent nor Target nor any of their respective Subsidiaries shall be required to provide access to or Subsidiary to disclose information where such access or disclosure would violate or prejudice the Companyrights of Parent’s or Target’s, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend customers, jeopardize the attorney-client privilege of the institution in possession or modify any representations or warranties made herein or the conditions control of such information (after giving due consideration to the obligations existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Financial Partners Inc), Agreement and Plan of Merger (BNC Bancorp)
Access to Information. (a) The During the Pre-Closing Period, the Debtors agree to, upon request keep the Backstop Parties reasonably informed about the operations of the Company and its direct and indirect subsidiaries, and, subject to applicable non-disclosure agreements and the terms thereof, use commercially reasonable efforts to provide the Backstop Parties any information reasonably requested regarding the Company or any of its direct and indirect subsidiaries shall afford to Parent and Subsidiary provide, and their respective accountantsdirect the Company’s current employees, counselofficers, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to provide, to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another Consenting Noteholders Advisors: (i) a copy of each report, schedule and other document filed or received by any of them pursuant reasonable access to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesCompany’s books, properties or personnel records, and facilities, and (ii) such other information concerning their respective businessesreasonable access to the senior management and advisors of the Company for the purposes of evaluating the Company’s assets, liabilities, operations, propertiesbusinesses, assetsfinances, condition strategies, prospects, and affairs, provided that the foregoing obligation shall not require the Issuer or any Debtor or any of their employees, officers, advisors or other representatives to (financial 1) take any action or other)share any information which is restricted or prohibited by obligations of confidentiality binding on the Issuer or any Debtor, results of operations and personnel as Parent or Subsidiary applicable Law or the Companyrules of any applicable securities exchange (provided, that such Issuer or Debtor, as applicable, must only withhold the case may beportion of such information or materials that are actually subject to such confidentiality obligations, shall reasonably request; provided that no investigation applicable Law or rules of any applicable securities exchange, and unless otherwise restricted from doing so by any of the aforementioned, use commercially reasonable efforts to provide such withheld information or materials to counsel to the Backstop Parties pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this a Confidentiality Agreement, except that ) nor (i2) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any document or share any information that it is required by law over which the Issuer or judicial any Debtor asserts any legal professional privilege nor waive or administrative order to discloseforego the benefit of any applicable legal professional privilege.
Appears in 2 contracts
Samples: Joinder Agreement (Valaris PLC), Joinder Agreement (Valaris PLC)
Access to Information. (a) The Upon reasonable prior notice, the Company shall, and shall cause its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full Representatives reasonable access during normal business hours throughout hours, in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period prior to the Effective Time Time, to all of their respective the properties, booksoffices, contractspersonnel, commitments other facilities and all books and records (includingof the Company and its Subsidiaries, but not limited to, Tax Returns) and, during such period, the Company shall, and shall cause its Subsidiaries to, furnish promptly to one another (i) a copy of each reportParent and its Representatives, schedule all other data, information, agreements and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesdocuments concerning its business, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary its Representatives may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would violate any of its contractual obligations to a third party with respect to confidentiality, or (ii) any Law applicable to the Company or its Subsidiaries requires the Company, as its Subsidiaries to preclude Parent or its Representatives from gaining access to such properties or information; provided, further, that the case may beCompany shall use its commercially reasonable efforts to obtain the required consent of any third party necessary to provide such disclosure under clause (i) above; provided, shall reasonably request; provided further, that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries Representatives shall hold not have access to individual medical histories or information that is subject to attorney client privilege (provided, that with respect to any such privileged information, the Company shall promptly provide a description of any information, documents, data or other material withheld (without disclosing privileged information) and the reason for which it was withheld), nor shall use their reasonable best efforts they be permitted to conduct any environmental sampling. Parent will hold, and will cause the Parent its Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial documents received or administrative order provided pursuant to disclose.this
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Cifc LLC)
Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Merger Subsidiary and their respective accountants, counsel, financial advisors advisors, sources of financing and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesin connection with the transactions contemplated by this Agreement, properties or personnel and (ii) such other information concerning their respective its businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Merger Subsidiary or shall reasonably request and will use reasonable efforts to obtain the reasonable cooperation of the Company's officers, as employees, counsel, accountants, consultants and financial advisors in connection with the case may beinvestigation of the Company by Parent and the Parent Representatives; provided, shall reasonably request; provided however, that no investigation pursuant to this Section 7.1 5.04 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. All nonpublic information provided to, or obtained by, Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this hereby shall be "Information" for purposes of the Confidentiality Agreement dated February 24, 1999 between Parent and the Company (the "Confidentiality Agreement"), except provided that (i) Parent, Merger Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval Approval, and (ii) each of Parent, Merger Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Browning Ferris Industries Inc), Agreement and Plan of Merger (Allied Waste Industries Inc)
Access to Information. (a) The Subject to the Confidentiality Agreement and applicable Law relating to the sharing of information, prior to the Closing Date, upon reasonable notice to the Company, Parent, potential sources of capital and any rating agencies, prospective lenders and investors shall be entitled, through their respective officers, employees and representatives, to make such investigation of the properties, businesses and operations of the Company and its subsidiaries shall afford to Parent Subsidiaries (including, without limitation, ordering title investigations and Subsidiary third party inspections) and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests (provided that Parent, potential sources of capital and any rating agencies, prospective lenders and investors and their respective representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, counsel, financial advisors attorneys and other representatives (of the "Parent Representatives") Company and its Subsidiaries to reasonably cooperate with Parent, potential sources of capital, rating agencies, prospective lenders and investors and Parent’s potential sources of capital, rating agencies’, prospective lenders’ and investors’ representatives in connection with such investigation and examination, and Parent and its subsidiaries potential sources of capital, rating agencies, prospective lenders and investors and their representatives shall afford to cooperate with the Company and its accountantsrepresentatives and shall use their reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, counselno such investigation or examination shall be permitted to the extent that it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing, without the prior written consent of a representative of the Company (who shall be identified in writing to all of their respective propertiesParent as the representative contemplated by this Section 7.1), books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy neither Parent nor any potential sources of each reportcapital, schedule rating agencies, prospective lenders and other document filed investors shall contact any suppliers to, or received by customers or employees of, the Company or any of them pursuant to its Subsidiaries in respect of this Agreement or the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel transactions contemplated hereby and (ii) such other neither Parent nor any potential source of capital, rating agency, prospective lender or investor shall have any right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries. Parent shall and shall cause Parent’s Affiliates and representatives to keep confidential any non-public information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or received from the Company, as the case may beits Affiliates or representatives, shall reasonably request; provided that no investigation directly or indirectly, pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection accordance with the transactions contemplated by this Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Post Holdings, Inc.), Agreement and Plan of Merger (Michael Foods Group, Inc.)
Access to Information. (a) The From the date hereof until the Effective Time, subject to Applicable Law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"i) and give Parent and its subsidiaries shall afford to the Company and its accountantsRepresentatives, counselupon reasonable notice, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsoffices, properties, assets, condition (financial or other), results of operations books and records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish to Parent and its Representatives such financial and operating data and other information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries (provided that the Company’s investment bankers, attorneys, accountants and other advisors will not be required to furnish to Parent or Subsidiary its Representatives any of their internal documents or the Company, as the case may be, shall reasonably requestmaterials); provided that, in each case, such access may be limited to the extent, that no such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 7.1 6.03, and such investigation shall amend be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, or modify to disclose any representations (A) information if providing such access or warranties made herein disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or the conditions (C) information protected by attorney-client privilege to the obligations extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, in the respective parties to consummate case of clauses (A) and (C), the Merger. Parent and its subsidiaries shall hold and Company shall use their reasonable best efforts to cause allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the Parent Representatives to hold, and protection of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonattorney-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseclient privilege.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.), Agreement and Plan of Merger (Masonite International Corp)
Access to Information. (a) The Except as set forth in Section 5.03 of the Company Disclosure Schedule, upon reasonable notice, the Company shall, and shall cause each of its subsidiaries shall to (in order to permit Parent to evaluate the transactions contemplated by this Agreement), (i) at reasonable intervals from time to time, confer with Parent to report on operational matters and other matters reasonably requested by Parent and (ii) afford to Parent and Subsidiary and their respective to its officers, employees, accountants, counsel, financial advisors counsel and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsrepresentatives, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective properties, books, contracts, commitments commitments, directors, officers, attorneys, accountants, auditors (and, to the extent within the Company's control, former auditors), other advisors and representatives, records (includingand personnel, but only to the extent that such access does not limited tounreasonably interfere with the business or operations of the Company or any such subsidiary, Tax Returns) and, during such period, the Company shall, and shall cause each of its subsidiaries to, furnish promptly to one another Parent (ia) a copy of each material report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal Federal, state or state securities local, domestic or foreign, laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) such other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant the Company shall not be required to this Section 7.1 shall amend (or modify to cause any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries to) so confer, afford such access or furnish such copies or other information if doing so would, or would reasonably be expected to, subject the Company to liability under, or constitute a violation of, applicable laws or confidentiality obligations to a third party. All such information shall hold and shall use their reasonable best efforts to cause constitute Information (as such term is defined in the Parent Representatives to holdConfidentiality Agreement dated as of November 6, and 2001, between the Company and its subsidiaries shall hold Parent (the "Confidentiality Agreement")) and shall use their reasonable best efforts be subject thereto as provided therein, and Parent shall, and shall cause its advisors and representatives who receive Information to cause the Company Representatives to holdagree to, hold all such Information in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Companyextent required by, as and in accordance with, the case may be, in connection with terms of the transactions contemplated by Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Chemfirst Inc)
Access to Information. (a) The Company HoldCo and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company will, and will cause each Company Subsidiary to, afford Parent and its accountants, counsel, financial advisors counsel and other representatives (the "Company Representatives") full Representatives reasonable access during normal business hours throughout to its properties, books, records and personnel during the period prior to the Company Merger Effective Time to obtain all information concerning its business, including the status of their respective product development efforts, properties, booksresults of operations and personnel (subject to such reasonable procedures as the parties may agree), contractsas Parent may reasonably request, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall upon request by Parent, the Company will, and will cause each Company Subsidiary to furnish promptly to one another (i) Parent a copy of each any report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts will reasonably cooperate with Parent with respect to cause transition of employees following the Closing; provided, however, that the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires such party to restrict or prohibit access to any such properties or information. Notwithstanding the foregoing, (a) no information retrieved from the Company's financial reporting system will be made available to Persons who are directly involved in pricing or any other competitive activity at Parent or any Parent Subsidiary, as (b) Parent shall not use any information obtained from the case may be, in connection with Company or any Company Subsidiary pursuant to the transactions access contemplated by this Section 8.10 for any purposes other than assessing the financial condition of the Company for purposes of this Agreement, except and (c) Parent will not share, provide or sell the information to any third party or use the information in any manner that (i) Parentcould reasonably be considered a restraint on competition or result in a violation of any applicable law. In addition, Subsidiary and any information obtained from the Company may disclose such information as may or any Company Subsidiary pursuant to the access contemplated by this Section 8.10 shall be necessary in connection with seeking subject to the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crystal Decisions Inc), Agreement and Plan of Merger (Business Objects Sa)
Access to Information. (a) The Subject to the Confidentiality Agreement and applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford accountants, counsel and other representatives, reasonable access and upon reasonable prior notice during normal business hours to the properties, books, analysis, projections, plans, systems, contracts, commitments, records, personnel offices and other facilities of the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access Subsidiaries during normal business hours throughout the period prior to the earlier of the Effective Time or the termination of this Agreement to obtain all information concerning the business of their respective the Company and its Subsidiaries, including the status of product development efforts, properties, booksresults of operations and personnel of the Company and its Subsidiaries and use commercially reasonable efforts to make available at reasonable times during normal business hours to Parent and its representatives, contractsthe appropriate individuals (including management, commitments personnel, attorneys, accountants and records (includingother professionals) for discussion of the Company and its Subsidiaries’ business, but not limited toproperties, Tax Returns) and, during prospects and personnel as Parent may reasonably request. During such period, the Company shall (and shall cause its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to one another Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesand (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company may restrict such access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries may reasonably require the Company or its Subsidiaries to restrict or prohibit access to any such properties, personnel or information and (ii) such other information concerning their respective businessesaccess would be in breach of any confidentiality obligation, operationscommitment or provision by which the Company or any of its Subsidiaries is bound or affected, propertieswhich confidentiality obligation, assetscommitment or provision shall be disclosed to Parent, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party. Any information obtained from the Company or any of its Subsidiaries pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions access contemplated by this Section 5.4 shall be subject to the Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lexar Media Inc), Agreement and Plan of Merger (Micron Technology Inc)
Access to Information. (a) The Company Each of NPS and its subsidiaries shall Enzon will afford to Parent the other and Subsidiary and their respective the other's accountants, counsel, financial advisors counsel and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business, including the status of their respective product development efforts, properties, booksresults of operations and personnel, contractsas such other parties may reasonably request, commitments and records (including, but not limited to, Tax Returns) and, during such period, upon request by the other parties hereto, each of NPS and Enzon shall, and shall cause each of their respective Subsidiaries to, furnish promptly to one another (i) the other parties a copy of each any report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws laws; provided, however, that any party may restrict the foregoing access to the extent that any Legal Requirement applicable to such party requires such party or filed by its Subsidiaries to restrict or prohibit access to any of them with the SEC or which may have a material effect on their respective businesses, such properties or personnel information. In addition to the foregoing, (i) NPS shall afford Enzon the right to conduct (at Enzon's cost and expense) an environmental audit or assessment (performed by an environmental consulting firm that maintains liability insurance) of any currently owned, occupied, or leased NPS Business Facility that may include soil, groundwater, or Hazardous Materials sampling, and (ii) such other information concerning their respective businessesEnzon shall afford NPS the right to conduct (at NPS's cost and expense) an environmental audit or assessment (performed by an environmental consulting firm that maintains liability insurance) of any currently owned, operationsoccupied, propertiesor leased Enzon Business Facility that may include soil, assetsgroundwater, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseHazardous Materials sampling.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc), Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Access to Information. (a) The Subject to the Confidentiality Agreement and applicable Law, the Company and its subsidiaries shall afford to (i) give Parent and Subsidiary Merger Sub and their respective accountantsRepresentatives reasonable access (during regular business hours upon reasonable notice) to such employees, counselplants, financial advisors offices, warehouses and other representatives (the "Parent Representatives") facilities at reasonable times and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, such books, contracts, commitments and records (including, but not limited to, including Tax Returns) andof the Company and its Subsidiaries as Parent may reasonably request and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties, litigation matters, personnel and environmental compliance of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request (including any final revenue summary and final summary monthly financial reporting package that is provided to the Company’s senior executive managers and a monthly discussion of such materials with the Company’s senior executive managers), and (iv) furnish promptly to one another (i) Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of them its Subsidiaries during such period pursuant to the requirements of the federal or state securities laws Laws. The Company shall: (i) keep Parent promptly informed of (A) any material communication (written or filed by oral) with or from the FDA and any other Regulatory Authority and (B) any material communications (written or oral) received from any Person challenging the validity or ownership the Intellectual Property of them with the SEC or which may have a material effect on their respective businesses, properties or personnel Company and (ii) not make any written submissions relating to product approvals or any other material submissions to the FDA or any other Regulatory Authority without prior disclosure to Parent of the details of such submissions. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other information to the extent that to do so (x) may cause a waiver of an attorney-client privilege, loss of attorney work product protection or loss or waiver of any other legal privilege, or (y) would violate a confidentiality or other contractual obligation to any Person; provided, however, that the Company shall use its reasonable best efforts to obtain any required consents to provide such access, inspections, data or other information and take such other information concerning their respective businesses, operations, properties, assets, condition action (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, such as the case may beredaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law. In addition, the Company and its officers and employees shall reasonably request; provided that no investigation cooperate with Parent in Parent’s efforts to comply with the rules and regulations affecting public companies, including the Xxxxxxxx-Xxxxx Act. No review pursuant to this Section 7.1 5.03(a) shall amend affect or be deemed to modify any representations representation or warranties made herein warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by hereto under this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (American Medical Systems Holdings Inc)
Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford Upon reasonable notice to the Company Company, the Acquired Companies shall, and its accountantsshall use reasonable best efforts to cause their Representatives to, counselafford Parent’s and Merger Sub’s officers and Parent’s and Merger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior Pre-Closing Period, to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsRepresentatives, properties, assets, condition facilities, books, Contracts, Permits, records (financial or otherincluding Tax Returns), results reports, correspondence and any other documents and information of operations and personnel as Parent the Acquired Companies (whether in physical or Subsidiary or the Companyelectronic form), as the case provided, that, in each case, such access may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions be limited to the obligations extent the Company reasonably determines, in light of the respective parties Coronavirus (COVID-19) pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Authority), that such access would jeopardize the health and safety of any Acquired Company’s employee; provided, however, that the Company shall use its reasonable best efforts to consummate allow for such access or as much of such access as is possible in a manner that does not jeopardize the Mergerhealth and safety of such employees. Parent and its subsidiaries shall hold In addition, the Acquired Companies shall, and shall use their reasonable best efforts to cause their Representatives to, furnish Parent and Merger Sub all financial, operating and other data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request. Notwithstanding the foregoing, the Acquired Companies shall not be required to disclose any information to Parent Representatives to hold, and the extent the Company and its subsidiaries shall hold and reasonably determines such disclosure (i) would jeopardize the attorney-client privilege, (ii) would reasonably be expected to result in a loss of Trade Secret protection or (iii) would contravene any Applicable Law; provided that the Company shall use their its reasonable best efforts (A) to cause the Company Representatives allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to hold, in strict confidence all non-public documents and develop an alternative to providing such information furnished so as to address such matters that is reasonably acceptable to Parent and Subsidiary or to the Company, as . With respect to all information provided to Parent or any of its Representatives by the case may be, Company or any of its Representatives in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Agreement and the Company may disclose such consummation of the Transactions (including any information as may be necessary disclosed pursuant to this Section 6.04) Parent agrees that all information provided to it or any of its Representatives in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals this Agreement and the Company Stockholders' Approval consummation of the Transactions shall be deemed to be Confidential Information (as such term is used in the Confidentiality Agreement) and (ii) each of Parent, Subsidiary and shall be treated in accordance with the Company may disclose any information that it is required by law or judicial or administrative order to discloseConfidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.), Agreement and Plan of Merger (Portola Pharmaceuticals Inc)
Access to Information. (a) The Company and its subsidiaries the Company's officers, directors, employees and agents shall afford the officers, employees and agents of AMRE and Merger Sub complete access at all reasonable times to Parent and Subsidiary and their respective accountantsits officers, counselemployees, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsagents, counselproperties, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective propertiesfacilities, books, contracts, commitments records and records (including, but not limited to, Tax Returns) and, during such period, contracts and shall furnish promptly to one another (i) a copy of each reportAMRE and Merger Sub all financial, schedule operating and other document filed data and information as AMRE and Merger Sub through their officers, employees or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which agents, may have a material effect on reasonably request. AMRE and Merger Sub will hold and will cause their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant representatives to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information concerning the Company furnished to Parent and Subsidiary AMRE or to the Company, as the case may be, Merger Sub in connection with the transactions contemplated by this Agreement, Agreement (except to the extent that such information can be shown to have been (i) Parentpreviously known by AMRE or Merger Sub (or their respective affiliates) prior to its disclosure to AMRE or Merger Sub by the Company, Subsidiary (ii) in the public domain through no fault of AMRE or Merger Sub or (iii) later lawfully acquired by AMRE or Merger Sub (or their respective affiliates) from other sources), and the Company may will not release or disclose such information as may be necessary to any other person, except in connection with seeking this Agreement to their respective auditors, attorneys, financial advisors and other consultants or advisors or responsible financial institutions and individuals after AMRE or Merger Sub, as the Parent Required Statutory Approvalscase may be, has caused such financial institutions and individuals to agree to be bound by the Company Required Statutory Approvals provisions of this Section 5.9 as if the reference to AMRE or Merger Sub herein were to them (it being understood that such persons shall be informed by AMRE or Merger Sub of the confidential nature of such information and the Company Stockholders' Approval shall be directed by AMRE or Merger Sub to treat such information confidentially); provided that AMRE, Merger Sub and (ii) each of Parent, Subsidiary their respective representatives may provide such documents and the Company may disclose any information that it is required by law in connection with its SEC filings or in response to judicial or administrative order process or applicable governmental laws, rules, regulations, orders or ordinances, but only that portion of the documents or information which, on the advice of counsel, is legally required to disclosebe furnished, and provided that AMRE or Merger Sub, as the case may be, notifies the Company of its obligation to provide such information prior to such disclosure and fully cooperates with the Company to protect the confidentiality of such documents and information under applicable law. If the transactions contemplated by this Agreement are not consummated, and AMRE or Merger Sub will destroy or return to the Company all copies of written information furnished by the Company to AMRE, Merger Sub or their respective affiliates, agents, representatives or advisers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amre Inc), Agreement and Plan of Merger (Amre Inc)
Access to Information. (a) The Prior to the Closing or until this Agreement is earlier terminated, the Company and its subsidiaries shall afford to the officers, employees, agents and authorized representatives of Parent and Subsidiary Merger Sub and their respective Affiliates (including its and their independent public accountants, counsel, financial advisors and other representatives attorneys) (the "Parent collectively, “Representatives"”) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout hours, upon reasonable advance written notice, to the period offices, properties and business, tax, Benefit Plans and accounting records (including computer files, retrieval programs and similar documentation) of the Business and other records and documents relating to the Acquired Companies, and to discuss the affairs, finances and accounts or any of the Acquired Companies with the officers of the Company, to the extent Parent and Merger Sub and their respective Affiliates shall reasonably deem necessary in connection with the Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such additional information relating to the Acquired Companies and the Business as shall be reasonably requested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company shall not be required to disclose any information to Parent, Merger Sub or their respective Affiliates or their respective Representatives if such disclosure would be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the Effective Time date of this Agreement (including any obligation of confidentiality to all which the Company or its Affiliates are subject), provided, that, in each case, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning would apply and provided, further, that Parent, Merger Sub and their respective businessesAffiliates and their respective Representatives shall not conduct environmental sampling, operations, properties, assets, condition (financial testing or other), results invasive investigations of operations and personnel as Parent or Subsidiary or any kind without the written permission of the Company, which may be withheld in the Company’s sole discretion. Each of Parent and Merger Sub agrees that such investigation shall be conducted in such a manner as not to interfere with the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations operations of the respective parties to consummate the Merger. Parent Acquired Companies 37 Agreement and its subsidiaries shall hold Plan of Merger and shall use their reasonable best efforts to cause the Parent Representatives to holdin compliance with all Laws, and Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not communicate with any of the Company employees, customers, distributors, or suppliers of the Acquired Companies without the prior written consent of the General Counsel, Assistant General Counsel or Vice President-Business Development of Affinia Group Inc., and its subsidiaries any such permitted communications shall hold and shall use their reasonable best efforts to cause be made in the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to presence of a designated representative of the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Affinia Group Intermediate Holdings Inc.)
Access to Information. (a) The Upon reasonable notice and subject to the Confidentiality Agreement (defined below) and applicable Laws relating to the exchange of information, the Company and Acquiror shall, and shall cause each of its subsidiaries shall respective Subsidiaries to, afford to Parent and Subsidiary and their respective the other party’s officers, directors, investment bankers, attorneys, accountants, counselfinancial advisors, financial advisors agents and other representatives (the "Parent collectively, “Representatives"”) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout during the period prior to the Effective Time Time, to all of their its respective properties, booksoffices, contracts, commitments books, commitments, records, data and records (including, but not limited to, Tax Returns) personnel and, during such period, each of the Company and Acquiror shall, and shall furnish promptly to one another (i) a copy cause each of each reportits respective Subsidiaries to, schedule and other document filed or received by any of them pursuant make available to the requirements Representatives of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesother party all information concerning its business, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company and Acquiror may reasonably request. In connection with due diligence that each of the Company and Acquiror will conduct, each of the Company, Acquiror and its respective Subsidiaries agrees to cooperate fully with all reasonable aspects of the other party’s due diligence process. In this context, cooperation includes making available to the authorized Representatives of the Company or Acquiror, as the case may be, all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, records and other information and materials that such party reasonably requests relevant to such analysis. Each of the Company and Acquiror and each of its Subsidiaries will make reasonably available their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas the other party reasonably considers to be relevant to overall corporate compliance. Notwithstanding the foregoing provisions of this Section 7.2(a), neither the Company, Acquiror, nor any of its respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that the Company or Acquiror, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and use its subsidiaries shall hold and shall use their reasonable best efforts to cause provide such access or information in a manner that avoids or removes the Parent Representatives to hold, and the impediments described in this sentence. The Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the CompanyAcquiror, as the case may be, will use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in connection with which the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and restrictions of the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (As Seen on TV, Inc.), Agreement and Plan of Merger (Ediets Com Inc)
Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their its respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 8.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the MergerAcquisition. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Parent and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, Approvals and the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary Parent and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Interest Purchase Agreement (First Sierra Financial Inc), Interest Purchase Agreement (First Sierra Financial Inc)
Access to Information. business hours, during the period prior to the Closing Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall furnish promptly to Purchaser, consistent with its legal obligations, all information concerning its business, properties and personnel as Purchaser may reasonably request and (aii) The Company Purchaser shall (and shall cause its subsidiaries shall Subsidiaries to) afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full of Stockholder reasonable access during normal business hours throughout hours, during the period prior to the Effective Time Closing Date, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, Purchaser shall furnish promptly to one another Stockholder, consistent with its legal obligations, all information concerning its business, properties and personnel as Stockholder may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that, in such party's reasonable judgment (based on advice of outside counsel), any Law, treaty, rule or regulation of any Governmental Entity or existing confidentiality agreement with a third party applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. The parties will hold any such information which is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated May 5, 1998 between Purchaser and Stockholder, as supplemented by the letter dated May 8, 1998 among Purchaser, Stockholder and the Company (the "CONFIDENTIALITY AGREEMENT"). Any investigation by Purchaser, Stockholder or the Company shall not affect the representations and warranties of any of the other parties hereto. In addition, subsequent to the date of this Agreement, Purchaser and/or any of its Subsidiaries may initiate communications with any officer or key Employee of the Company on behalf of Purchaser for the purpose of addressing the prospective retention of such officer or Employee following the Closing, provided that (i) Purchaser believes, in good faith, that there is a copy of each reportcompelling, schedule and other document filed or received by any of them pursuant legitimate business necessity to initiate such communications prior to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel Closing and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, communications with each such Employee shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the be conducted in coordination with Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosemanagement.
Appears in 2 contracts
Samples: Offer Agreement (Seagram Co LTD), Offer Agreement (Seagram Co LTD)
Access to Information. (a) The To the extent permitted by Applicable Law, from the date hereof until the Effective Time, the Company and its subsidiaries shall (i) afford to Parent Parent, and Subsidiary and their respective accountantsto Parent’s officers, employees, counsel, financial advisors advisors, auditors, financing sources (and their advisors) and other authorized representatives (full access to the "Parent Representatives") offices, properties, books, Contracts, commitments, personnel and Parent and its subsidiaries shall afford to records of the Company and its accountantsSubsidiaries, (ii) furnish to Parent, its counsel, financial advisors advisors, auditors and other authorized representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (iA) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iiB) such financial and operating data and other information concerning their respective businessesas such Persons may reasonably request and (iii) instruct the employees, operationscounsel, propertiesfinancial advisors, assets, condition (financial or other), results auditors and other authorized representatives of operations the Company and personnel as its Subsidiaries to cooperate with Parent or Subsidiary or in its investigation of the Company, as the case may be, shall reasonably request; provided that no Company and its Subsidiaries. Any investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or be conducted in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties business of the Company and its Subsidiaries. The foregoing will not require the Company to permit any inspection or disclosure of any information that would result in the disclosure of confidential information of any Person in violation of any confidentiality obligation of the Company to such Person (provided that the Company shall use its reasonable best efforts to request that such Person grant such access or disclosure to Parent and the Company shall nonetheless otherwise give Parent a general description of the subject matter of the agreement) or require disclosure of any material concerning on any Acquisition Proposal made before the date of this Agreement by any Person, or disclosure of any report from the Company’s financial advisors, counsel, management or other representative regarding the Parent. Without limiting the foregoing, between the date hereof and the Effective Time, the Company shall (and shall cause its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause , including, without limitation, cooperating with the Parent Representatives to hold, and in obtaining appraisals of the assets of the Company and its subsidiaries shall hold and shall use their Subsidiaries, sending notices to reflect the change of control, obtaining reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or access to the Company’s accountants and their work papers, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and making employees of the Company may disclose such and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be necessary in connection with seeking reasonably requested by Parent, and permitting Parent and its accountants reasonable access to the Parent Required Statutory ApprovalsCompany and its Subsidiaries. In addition, the Company Required Statutory Approvals shall deliver estimated and the Company Stockholders' Approval reasonably detailed monthly financial results and (ii) statements to Parent as promptly as practicable following each of Parenttheir preparation at the end of each fiscal month. Nothing contained in this Agreement shall give to Parent or its Subsidiaries, Subsidiary and directly or indirectly, the Company may disclose right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time in any information that it is required by law or judicial or administrative order to discloseunlawful manner.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pw Eagle Inc), Agreement and Plan of Merger (Pw Eagle Inc)
Access to Information. (a) The Company From and after the Distribution Date, FAF shall, and shall cause its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsSubsidiaries to, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its authorized accountants, counsel, financial advisors counsel and other designated representatives (the collectively, "Company Representatives") full reasonable access (including using reasonable efforts to give access to the person or firms possessing information) and duplicating rights during normal business hours throughout to all administrative records, books, contracts and instruments, and all Company-owned computer software and computer data and other Company-owned data and information (collectively, but excluding all software not owned by the period Company, "Information") within FAF's or any such Subsidiary's possession or control relating to the Company or any Company Subsidiary and to any property owned by FAF that was leased or operated by the Company or any Company Subsidiary, insofar as such access is reasonably required by the Company or any Company Subsidiary. Similarly, the Company shall, and shall cause its Subsidiaries to, afford to FAF and its Representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing Information) and duplicating rights during normal business hours to Information within the 7 10 Company's or any such Subsidiary's possession or control relating to FAF or any FAF Subsidiary or relating to the Company prior to the Effective Time Distribution Date and to all of their respective properties, books, contracts, commitments and records any property owned by the Company that was leased or operated by FAF or any FAF Subsidiary (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and than the Company and its subsidiaries shall hold Subsidiaries), insofar as such access is reasonably required by FAF or any FAF Subsidiary. Information may be requested under this ARTICLE V for, without limitation, audit, accounting, claim, litigation and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Companytax purposes, as the case may be, in connection with well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.hereby. 5.2
Appears in 2 contracts
Samples: Distribution Agreement (Landair Corp), Distribution Agreement (Landair Corp)
Access to Information. (a) The Upon reasonable notice and subject to applicable laws, Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors advisors, agents and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Purchaser, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, Tax Returns) and, during such period, Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Purchaser (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC federal or which may have a material effect on their respective businessesstate banking or insurance laws (other than reports or documents that Company is not permitted to disclose under applicable law), properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or Purchaser may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, as the case may beif any, shall reasonably commissioned by Company at Purchaser’s request; provided that no investigation pursuant ) in order to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations prepare a good faith estimate of the respective parties potential impact of Sections 280G and 4999 of the Code with respect to consummate amounts potentially payable to senior executives of Company in connection with the Mergerconsummation of the transactions contemplated by this Agreement. Parent Upon the reasonable request of Company, Purchaser shall furnish such reasonable information about it and its subsidiaries shall hold and shall use their reasonable best efforts business as is relevant to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, shareholders in connection with the transactions contemplated by this Agreement, except that including such title reports and environmental reports pertaining to Company Real Property not previously made available to Purchaser. Neither Company nor Purchaser, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (iafter giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) Parentor contravene any law, Subsidiary and rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the Company may disclose such information as may be necessary date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in connection with seeking which the Parent Required Statutory Approvals, restrictions of the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Columbia Banking System Inc), Agreement and Plan of Merger (West Coast Bancorp /New/Or/)
Access to Information. Upon reasonable advance notice, between the date of this Agreement and the Closing Date, the Company shall (ai) The Company and give K Holdings, its subsidiaries shall afford to Parent and Subsidiary potential financing sources and, as applicable, its and their respective accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the collectively, "Parent K Holdings' Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective offices, properties, books, contracts, commitments books and records (including, without limitation, all Tax Returns and other Tax-related information) of the Company and its Subsidiaries, (ii) furnish to K Holdings' Representatives such financial and operating data and other information (including, without limitation, all Tax Returns and other Tax-related information) relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to cooperate with K Holdings in its investigation of the business of the Company and its Subsidiaries; provided; however, that such access shall only be provided to the extent that such access would not violate applicable laws or the terms of any Company Contract. Without limiting the foregoing, K Holdings and its representatives shall be allowed to conduct an environmental investigation of the Company, its Subsidiaries and their properties, including, at K Holdings' discretion, the performance of environmental sampling. The Company and its Subsidiaries shall fully cooperate with K Holdings and its representatives in connection with such investigation, including, but not limited to, Tax Returns) andmaking available personnel, during such period, shall furnish promptly outside contractors and outside consultants with knowledge of environmental matters pertaining to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as its Subsidiaries and their properties, making available relevant documents related to such matters, and providing necessary assistance with respect to any proposed environmental sampling, including providing accurate information regarding subsurface utilities or structures that could interfere with or prevent such proposed sampling. Any information relating to the case may be, shall reasonably request; provided that no investigation Company or its Subsidiaries made available pursuant to this Section 7.1 5.3, shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations provisions of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, Confidentiality Agreement (as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosedefined herein).
Appears in 2 contracts
Samples: Agreement and Plan of Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)
Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to Each of the Company and Parent shall, and shall cause each of its accountantsSubsidiaries to, counsel, financial advisors and afford the other representatives (the "Company Representatives") full party’s Representatives reasonable access during normal business hours throughout (at the period prior requesting party’s cost) and upon reasonable advance notice and under the supervision of appropriate personnel of the other party to the Effective Time to all of their respective its and its Subsidiaries’ properties, books, contracts, commitments books and records (includingincluding Tax records and information necessary to confirm disclosures in the Proxy Statement/Prospectus and Form S-4) and personnel, but not limited toand shall furnish, Tax Returns) andand shall cause to be furnished, during such period, shall furnish as promptly as reasonably practicable to one another (i) a copy of each report, schedule the requesting party consistent with its legal obligations and other document filed or received by any of them obligations pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such Contracts all other information concerning their respective businessesthe other party’s business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case requesting party may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 (a) such access shall amend not unreasonably interfere with the business or modify any representations or warranties made herein or the conditions to the obligations operations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to holdCompany or Parent, and (b) the Company and Parent shall not be obligated to provide such access or information if the party receiving the request determines, in its subsidiaries shall hold and shall use their reasonable best efforts judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to cause a third party, jeopardize the protection of the attorney-client or any other privilege, or expose such party to risk of liability for disclosure of sensitive or Personal Information (any such information, the “Restricted Information”), (c) the Company Representatives and Parent will be permitted to hold, in strict confidence all non-public documents and redact any information furnished to Parent and Subsidiary or documentation provided to the Companyextent that such information or documentation includes competitively or commercially sensitive information, as the case may be, in connection with and (d) Parent shall only be required to provide information or documentation that is (x) reasonably necessary to consummate the transactions contemplated by this Agreement, except (y) reasonably related to a good faith belief by the Board of Directors of the Company that Parent has breached this Agreement, or (z) necessary to comply with the Company’s obligations under Article V of this Agreement and applicable Law; provided, further, that the Company and Parent may restrict the foregoing access to those Persons who have entered into or are bound by a confidentiality agreement with it or Parent and to the extent required by applicable Law or Contract to which the Company or Parent is a party. In conducting any inspection of any properties of the Company or Parent, the requesting party and its Representatives shall not (i) Parent, Subsidiary and unreasonably interfere with the Company may disclose business conducted at such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and property or (ii) each of Parent, Subsidiary damage any property or any portion thereof. All information obtained pursuant to this Section 6.4 shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company may disclose or Parent to permit the inspection of, or to disclose, any Acquisition Proposals or any information that it regarding or related to the deliberations of the Board of Directors of the Company or Parent with respect to the transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company or Parent in connection therewith, in each case, except to the extent such information is required by law or judicial or administrative order to disclosebeing disclosed in the Form S-4 and/or Proxy Statement/Prospectus.
Appears in 2 contracts
Samples: Merger Agreement (Yatra Online, Inc.), Merger Agreement (Ebix Inc)
Access to Information. From the date hereof until the Effective Time, upon reasonable notice the Company will (aand will cause each of its Subsidiaries to) The give Merger Sub, its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) providing or proposed to provide financing in connection with this Agreement and the transactions contemplated hereby full access during normal business hours to its offices, properties, books and records, will allow them to inspect and make copies of contracts, books and records and all other documents and information that they may reasonably request related to the operations and business of the Company and its subsidiaries shall afford Subsidiaries, will (and will cause each of its Subsidiaries to) furnish to Parent them such financial and Subsidiary operating data and other information as they may reasonably request, will allow them to meet with designated personnel of the Company or its Subsidiaries and/or their respective accountantsrepresentatives, and will instruct its employees, counsel, financial advisors and other representatives (accountants to cooperate with them in their investigation of the "Parent Representatives") and Parent and its subsidiaries shall afford to business of the Company and its accountantsSubsidiaries; provided, counselhowever, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 5.5 shall amend affect or be deemed to modify any representations representation or warranties made herein warranty given by the Company to Merger Sub hereunder. Unless otherwise required by law, Merger Sub and its counsel, financial advisors, auditors and other authorized representatives and the financial institutions (and their counsel and representatives) shall hold any such information which is nonpublic in confidence in accordance with the provisions of the Confidentiality Agreement. The Company shall promptly deliver to Merger Sub correct and complete copies of any report, statement or schedule filed with the conditions SEC subsequent to the obligations date of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mark Iv Industries Inc), Agreement and Plan of Merger (Miv Acquition Corp)
Access to Information. (a) The Upon reasonable notice and subject to applicable Laws, the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors advisors, agents and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Parent, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, Tax Returns) and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal securities Laws or federal or state securities laws banking Laws (other than reports or filed by any of them with documents that the SEC or which may have a material effect on their respective businessesCompany is not permitted to disclose under applicable Law), properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, as if any, commissioned by the case may be, shall reasonably Company at Parent’s request; provided that no investigation pursuant ) in order to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations prepare a good faith estimate of the respective parties potential impact of Sections 280G and 4999 of the Code with respect to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts amounts potentially payable to cause the Parent Representatives to hold, and senior executives of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the consummation of the transactions contemplated by this Agreement. Upon the reasonable request of the Company, except that (i) Parent, Subsidiary Parent shall furnish such reasonable information about it and its business as is reasonably relevant to the Company may disclose such information as may be necessary and its shareholders in connection with seeking the Parent Required Statutory ApprovalsMerger, the Bank Merger and the other transactions contemplated by this Agreement. Neither the Company nor Parent, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company Required Statutory Approvals shall provide Parent with a listing of all new and renewed loans and loan modifications, loan payoffs and loan purchases in the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding two weeks.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intermountain Community Bancorp), Agreement and Plan of Merger (Columbia Banking System Inc)
Access to Information. (a) The Company From the date hereof until the Closing Date, Parent and Seller shall, and shall cause the Asset Transferors and the Acquired Companies, to afford to the Buyer and its subsidiaries shall afford and its Representatives, upon reasonable written notice (and with respect to Parent and Subsidiary in-person access at the facilities of Parent, Seller and their respective accountantsSubsidiaries during regular business hours, counselwhich shall be subject to the consent of Parent, financial advisors in the case of facilities of the Parent Group, and Seller, in the case of facilities of Seller and its Subsidiaries, not to be unreasonably withheld, conditioned or delayed) reasonable access to (i) all books and records; (ii) within thirty (30) days of receipt thereof, the results or summary results of (including, at a minimum, a detailed description of any risks, threats, deficiencies or vulnerabilities (collectively, “Risks”) identified in) each cybersecurity or information security risk audit, assessment or penetration testing carried out by or for Parent and Seller (as applicable) or its or their Subsidiaries (including the Acquired Companies) with respect to the Business IT Systems (whether carried out by Parent or Seller or its or their applicable Subsidiaries or any third party vendor on its or their behalf), as well as (x) summaries of steps undertaken by Parent and Seller (as applicable) to remediate any such identified Risks and (y) any other representatives information that Parent or Seller (as applicable) or its or their Subsidiaries provide or are required to provide to customers of the "Parent Representatives"Business regarding Risks, root cause analysis, remediation or other related steps; (iii) all information and access to relevant IT Systems reasonably necessary to the conduct of the Cybersecurity Assessment (as defined herein) pursuant to and in accordance with Section 8.2(b); and (iv) other information and access, in each case, relating to the Business, the Transferred Assets, Shared Contracts, the Assumed Liabilities and/or the Acquired Companies, including any Business Data and any records contemplated to be made available to Buyer as set forth in the definition of Excluded Books and Records; provided, however, that any such access and review of information shall be conducted in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or data privacy matters) and, with respect to in-person access at the facilities of Parent, Seller and their respective Subsidiaries (as applicable), any COVID-19 Measures, under the supervision of Parent’s, Seller’s or their applicable Subsidiaries’ personnel (with respect to in-person access at the facilities of Parent, Seller or their Subsidiaries) and Parent in such a manner as not to unreasonably interfere with the normal operations of Parent, Seller and their Subsidiaries; provided, further, that neither Buyer nor any of Representatives shall have access to any other businesses of Parent, Seller or their respective Affiliates. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its subsidiaries shall afford Representatives with respect to all information of any type given, furnished or made available to them pursuant to this Section 8.2. Notwithstanding anything to the Company and its accountantscontrary contained in this Agreement, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective propertiesClosing, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall Buyer will use their reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the Parent transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of Seller or any of its Subsidiaries with respect to the transactions contemplated by the Transaction Agreements, except as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion, neither Buyer nor any of its Representatives to holdshall conduct any invasive or intrusive sampling or testing of any environmental media, including air, soil, subsurface strata, sediment, surface water, groundwater or any other materials at, on or under the Real Property and the Company and its subsidiaries shall hold and shall (iii) Buyer will use their reasonable best efforts to cause its Representatives who are actively involved in Buyer’s efforts to consummate the Company Representatives transactions contemplated by the Transaction Agreements and/or Buyer’s integration planning not to, initiate or reinitiate contact with any employees of the Parent Group with respect to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that as expressly provided in other Sections of this Agreement, as contemplated by any other Transaction Agreement or with Parent’s prior written consent (iwhich consent shall not be unreasonably withheld, conditioned or delayed). Following the date hereof and prior to the Closing, Buyer will (1) Parentdirect its Representatives not to, Subsidiary without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), initiate or reinitiate contact with customers, subscribers or suppliers of Seller specifically and expressly with respect to the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval transactions contemplated by this Agreement and (ii2) not undertake advertising or marketing campaigns specifically targeting customers or subscribers of the Business in a manner that is outside the ordinary course of business of Buyer, in each case, except as expressly provided in other Sections of this Agreement (provided, that, notwithstanding the foregoing, nothing in this Section 8.2 shall restrict or limit in any way Buyer and its Affiliates ordinary course communications with its current or prospective customers, subscribers or suppliers). All requests by Buyer for access or availability pursuant to this Section 8.2 shall be submitted or directed exclusively to the individuals designated by Seller in Section 8.2(a) of the Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose/Seller Disclosure Letter.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Telephone & Data Systems Inc /De/), Securities Purchase Agreement (United States Cellular Corp)
Access to Information. (a) The Upon reasonable notice to the Company, the Company shall, and shall cause its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsofficers, counseldirectors, financial advisors employees and other representatives Representatives to, (the "Parent Representatives"i) afford Parent’s and Parent Merger Sub’s officers and its subsidiaries shall afford to the Company Parent’s and its accountantsMerger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior Pre-Closing Period, to the Effective Time to all of their respective Representatives, officers, employees, properties, facilities, books, contractsContracts, commitments and records (including, but not limited to, including Tax Returns), reports (including draft and final reports of Deloitte & Touche LLP relating to the 2017 audited financials as and when furnished to the Company), work papers, correspondence and any other such assets, documents and information of or relating to the Company that is in the possession, custody or control of the Company or its Representatives (whether in physical or electronic form) and, during such period, and shall furnish Parent and Merger Sub financial, operating and other data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request, (ii) upon reasonable request from Parent or Merger Sub, use reasonable efforts to afford Parent’s and Merger Sub’s officers and other authorized Representatives reasonable access to the Company’s suppliers and material customers and (iii) promptly furnish Parent and Merger Sub with a copy of any communication received by the Company from the SEC concerning compliance with securities laws with respect to one another matters unrelated to the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (i) a copy of each report, schedule and jeopardize any attorney-client or other document filed legal privilege or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businessescontravene any Applicable Law, operations, properties, assets, condition fiduciary duty or binding confidentiality obligation of the Company (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, so long as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their Company has used such reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary requested by Parent to make appropriate substitute arrangements, to permit reasonable disclosure not in connection with seeking violation of such Applicable Law, agreement or duty); provided, further, that information shall be disclosed subject to the Parent Required Statutory Approvalsexecution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, in each case, to the extent that the Company Required Statutory Approvals and determines that doing so would permit the Company Stockholders' Approval and (ii) each disclosure of Parentany such information without violating any Applicable Laws, Subsidiary and the Company may disclose including applicable Antitrust Laws, or jeopardizing any information that it is required by law or judicial or administrative order to disclosesuch legal privilege.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gurnet Holding Co), Agreement and Plan of Merger (Corium International, Inc.)
Access to Information. (a) The Between the date hereof and the Effective Time, the Company shall, shall cause each of its subsidiaries to, and shall use its reasonable efforts to cause each of the Company Non-Subsidiary Entities to, (i) give Parent and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, authorized representatives (including counsel, financial advisors and other representatives (the "Parent Representatives"auditors) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time hours, and upon reasonable advance notice in writing, to all of their respective properties, books, contracts, commitments facilities and books and records (includingof the Company, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule its subsidiaries and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel Company Non-Subsidiary Entities and (ii) permit such inspections as Parent may reasonably require and furnish Parent with such financial and operating data and other information concerning their respective businesseswith respect to the business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or of the Company, its subsidiaries and the Company Non-Subsidiary Entities as the case Parent may be, shall from time to time reasonably request; , provided that no investigation pursuant to this Section 7.1 5.3(a) shall amend affect or be deemed to modify any of the representations or warranties made herein by the Company hereto and all such access shall be coordinated through the Company or its designated representatives, in accordance with such reasonable procedures as they may establish. Between the conditions date hereof and the Effective Time, Parent shall, shall cause each of its subsidiaries to, (i) give the Company and its authorized representatives (including counsel, financial advisors and auditors) reasonable access during normal business hours, and upon reasonable advance notice in writing, to the obligations all properties, facilities and books and records of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and permit such inspections as the Company may disclose reasonably require and furnish the Company with such financial and operating data and other information with respect to the business, properties and personnel of Parent and its subsidiaries as the Company may from time to time reasonably request, provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any information that it is required of the representations or warranties made by law Parent and Merger Sub hereto and all such access shall be coordinated through Parent or judicial or administrative order to discloseits designated representatives, in accordance with such reasonable procedures as they may establish.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Developers Diversified Realty Corp), Agreement and Plan of Merger (JDN Realty Corp)
Access to Information. (a) The Company Upon reasonable notice and its subsidiaries subject to applicable laws, each of BancPlus and FTC, for the purposes of verifying the representations and warranties of the other and preparing for the Share Exchange and the other matters contemplated by this Agreement, shall, and shall cause each of their respective Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial 60 {JX489484.11} PD.35183901.7 advisors and other representatives (of the "Parent Representatives") other party, access, upon reasonable prior notice and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time and in a manner so as not to interfere with normal business operations, to all of their respective its properties, books, contracts, commitments commitments, personnel, information technology systems and records and each shall reasonably cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (includingincluding by entering into customary confidentiality, but not limited tonon-disclosure and similar agreements with such service providers and/or the other party), Tax Returns) and, during such period, during normal business hours and in a manner so as not to interfere with normal business operations, each of BancPlus and FTC shall, and shall furnish promptly cause its respective Subsidiaries to, make available to one another the other party (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by federal or state banking laws (other than reports or documents which it or any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel its Subsidiaries is not permitted to disclose under applicable law) and (ii) such all other information concerning their respective businessesits and its Subsidiaries’ business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent the other party may reasonably request. Neither BancPlus nor FTC nor any of their respective Subsidiaries shall be required to provide access to or Subsidiary to disclose information where such access or disclosure would violate or prejudice the Companyrights of BancPlus’s or FTC’s, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend customers, jeopardize the attorney-client privilege of the institution in possession or modify any representations or warranties made herein or the conditions control of such information (after giving due consideration to the obligations existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will attempt to obtain waivers or make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.
Appears in 2 contracts
Samples: Agreement and Plan of Share Exchange and Merger (Bancplus Corp), Agreement and Plan of Share Exchange and Merger (Bancplus Corp)
Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments commitments, and records (including, but not limited to, Tax Returns) and, and during such period, period shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable its best efforts to cause the Company Representatives to hold, hold in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Subsidiary, and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals Approvals, and the Company StockholdersShareholders' Approval Approval, and (ii) each of Parent, Subsidiary Subsidiary, and the Company may disclose any information that it any of them is required by law or judicial or administrative order to disclose; provided that the party required to disclose such information shall provide the other parties with adequate prior notice to such effect, and such party shall cooperate with any other party which wishes to obtain a protective order or injunction covering such information. In the event that this Agreement is terminated in accordance with its terms, each party shall promptly re-deliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts, or other reproductions, in whole or in part, of such written material. In such event, all documents, memoranda, notes, and other writing whatsoever prepared by Parent or Company based on the information in such material shall be destroyed (and Parent and Company shall use their respective best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda, and notes), and such destruction (and best efforts) shall be certified, in writing, by an authorized officer supervising such destruction. Company shall promptly advise Parent, and Parent shall promptly advise Company in writing, of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have any material adverse effect on the business, operations, properties, assets, condition (financial or other), results of operations, or prospects of Company or Parent and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Nelnet Inc), Agreement and Plan of Merger (Nelnet Inc)
Access to Information. (a) The From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is properly terminated in accordance with Article 7, and subject to the requirements of any Law, including any anti-trust Law, the Company will, and will cause each of its subsidiaries and its subsidiaries shall afford to Parent and Subsidiary and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Parent “Company Representatives"”) to, give Merger Sub and Parent and its subsidiaries shall afford their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Purchaser Representatives”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and each of its accountantssubsidiaries and will cause the Company Representatives and its subsidiaries to furnish or make available to Parent, counsel, Merger Sub and the Purchaser Representatives such financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments operating data and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions with respect to the obligations business and operations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold as Parent, Merger Sub or the Purchaser Representatives may from time to time reasonably request, unless such access or provision is otherwise restricted by applicable Law or contract. Unless otherwise required by Law, each of Parent and shall use their reasonable best efforts to Merger Sub will, and will cause the Purchaser Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of October 26, 2003 (the “Confidentiality Agreement”), between Parent and the Company Representatives shall apply to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary any Purchaser Representative by any Company Representative hereunder or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosethereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onesource Information Services Inc), Agreement and Plan of Merger (Infousa Inc)
Access to Information. (a) The Upon reasonable notice, the Company shall (and its subsidiaries shall cause each of the Subsidiaries to) afford to Parent and Subsidiary and their respective accountantsofficers, employees, counsel, financial advisors accountants, financing sources and other representatives authorized repre- sentatives of the Buyer (the "Parent Representatives") and Parent and its subsidiaries shall afford ), in order to evaluate the Company and its accountantstransactions contemplated by this Agreement, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing Date, to all of their respective its officers, directors, employees, accountants and other advisors and agents, properties, books, contracts, commitments records and records (including, but not limited to, Tax Returns) Contracts and, during such period, it shall (and shall cause each of the Subsidiaries to) furnish promptly to one another such Representatives all financial, operating and other data and other information concerning its business, properties and personnel as may reasonably be requested. (b) Buyer agrees that it will, and will cause its Repre- sentatives to, use any information obtained pursuant to this Section only in connection with the consummation of the transactions contem- plated by this Agreement. (c) The Confidentiality Agreement shall apply with respect to Information, as defined therein, furnished to the Representatives pursuant to this Section. (d) As reasonably requested by Buyer, Parent shall cause Company to provide Buyer with (i) a copy list of each reportall affiliated groups within the meaning of Section 1504(a) of the Code of which the Company or the Subsidiaries have been a member and of which Parent was not the common parent corporation, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial a list of all Tax allocation or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant Tax sharing agreements to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and which the Company and its subsidiaries shall hold the Subsidiaries is a party with any Person and shall use their reasonable best efforts to cause any agreements that provide for the Company Representatives and the Subsidiaries to holdindemnify any Person with respect to Taxes, in strict confidence (iii) a list of the federal, state and foreign income Tax Returns and other Tax Returns which are material and that were filed by the Company and each of the Subsidiaries during the three year period ending on the date of the latest balance sheet included with the Financial Statements indicating periods for which such Tax Returns were filed that are closed under applicable statutes of limitation, and (iv) copies of all non-public documents United States federal pro forma consolidated income Tax Return information of the Company and information furnished to Parent the Subsidiaries and Subsidiary all material, state, local, and foreign income or franchise Tax Returns of the Company and the Subsidiaries (including only the relevant portions of Parent's Tax Returns that relate solely to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Company and the Company may disclose such information as may be necessary in connection with seeking Subsidiaries) for all Tax periods ending on or after the Parent Required Statutory Approvalsdate which is three years prior to the Closing Date. (e) Prior to September 1, 1998, the Company Required Statutory Approvals and shall provide to Buyer a list of all material services provided to the Company Stockholders' Approval and or any Subsidiary by Parent or any Affiliate of Parent (ii) each of Parent, Subsidiary and other than the Company may disclose or any information that it is required Subsidiary) or pursuant to Contracts between Parent or any Affiliate of Parent (other than the Company or any Subsidiary) and third parties. If requested by law or judicial or administrative order Buyer, Parent shall enter into an amendment to disclose.the Separation Agreement to provide, to the extent feasible and not otherwise prohibited by Law, for the continuation for a reasonable period subsequent to the Closing of any services included on such list, any such services to be provided on commercially reasonable terms. 5.3
Appears in 2 contracts
Samples: Asset Purchase Agreement (Associates First Capital Corp), Asset Purchase Agreement (Associates First Capital Corp)
Access to Information. (a) The Company Upon reasonable notice, each party shall, and shall cause its subsidiaries shall to, afford to Parent and Subsidiary and their respective the officers, directors, employees, accountants, counsel, investment banker, financial advisors advisor and other representatives of the other (the collectively, "Parent RepresentativesREPRESENTATIVES") and Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing Date, to all of their respective its properties, operating facilities, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during to the extent that such party or any of its subsidiaries is not under a legal obligation not to provide access or to the extent that such access would not constitute a waiver of the attorney-client privilege and does not unreasonably interfere with the business and operations of such party; provided that such right of access shall include reasonable environmental assessment with respect to any properties of the parties hereto or their respective subsidiaries. During such period, each party shall, and shall cause its subsidiaries to, furnish promptly to one another the other (ia) a copy of access to each reasonably available report, schedule and other document filed or received by it or any of them its subsidiaries pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC SEC, the Department of Justice, the Federal Trade Commission, any state authority with jurisdiction over public utilities or which may have a material effect on their respective businessesany other federal or any state regulatory agency or commission, properties or personnel and (iib) such other all information concerning themselves, their respective businessessubsidiaries, operationsdirectors, propertiesofficers and shareholders and such matters as may be reasonably requested by the other party in connection with any filings, assets, condition (financial applications or other), results of operations and personnel as Parent approvals required or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to contemplated by this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the MergerAgreement. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public All documents and information furnished pursuant to Parent and Subsidiary or this SECTION 4.10 shall be subject to the Company, as the case may be, in connection with the transactions contemplated by this Confidentiality Agreement, except that (i) Parentdated October 6, Subsidiary 2000, between J Net and the Company may disclose (the "CONFIDENTIALITY AGREEMENT"). The party requesting copies of any documents from any other party hereto shall be responsible for all out-of-pocket expenses incurred by the party to whom such information as may be necessary request is made in connection complying with seeking the Parent Required Statutory Approvalssuch request, the Company Required Statutory Approvals including any cost of reproducing and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose delivering any information that it is required by law or judicial or administrative order to discloseinformation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (J Net Enterprises Inc), Stock Purchase Agreement (J Net Enterprises Inc)
Access to Information. (a) The From the date hereof until the Closing, upon reasonable notice, the Company shall, and shall cause each Subsidiary to (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties, books and records and key employees of the Company and its subsidiaries shall afford to Parent and each Subsidiary and their respective accountants, counsel, (ii) furnish to the Purchaser such additional financial advisors and other information regarding the Company and the Subsidiaries as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Company’s or a Subsidiary’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the businesses of the Company and the Subsidiaries. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for access to offices, properties or books or records of the Company or any Subsidiary or additional financial and other information shall be directed solely to Xxxxx Xxxxxxxx, or such other person as he may designate and approve. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall be required to disclose any information to the Purchaser if such disclosure could, in the Company’s reasonable business judgment, (the "Parent Representatives"x) and Parent and its subsidiaries shall afford cause material competitive harm to the Company and its accountantsthe Subsidiaries, counselon a consolidated basis, financial advisors and if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client or other representatives legal privilege or (the "Company Representatives"z) full access during normal business hours throughout the period contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosedate hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Reliance Steel & Aluminum Co), Stock Purchase Agreement (PNA Group, Inc.)
Access to Information. Upon reasonable notice to the officers of the other (aWillxxx X. XxXxxxxxx, X. Danixx XxXxxxxx, Xxvix X. Xxxxxx xxx John X. Xxxxx xxx Park and Carlxx X. Xxxxxxx, Xxrdxx X. Xxxxx, Xxn Xxxxxx xxx Vickxx X. Xxxt for First-Knox) The Company xxd subject to avoidance of unreasonable disruption of the other's business and its subsidiaries operations, First-Knox xxx Park shall afford to Parent each (and Subsidiary and shall cause each of their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"Subsidiaries to) and Parent and its subsidiaries shall afford to the Company directors, officers, employees and its accountantsRepresentatives (as defined below) of the other, counselaccess, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, each of First-Knox xxx Park shall furnish promptly (and shall cause each of their respective Subsidiaries to) make available to one another the other (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state Federal securities laws or filed by any of them with the SEC Federal or state banking laws (other than reports or documents which may have a material effect on their respective businesses, properties or personnel such party is not permitted to disclose under applicable law) and (iib) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent such other party may reasonably request; provided, however, that the directors, officers, employees and Representatives of First-Knox xxxll not have access to Park's payroll records. The parties will hold any such information which is nonpublic in confidence to the extent required by, and in accordance with, the provisions of the letters dated as of August 7, 1996 and August 7, 1996, respectively, between First-Knox xxx Park (the "Confidentiality Agreements"). No investigation by either Park or Subsidiary First-Knox xxxll affect the representations and warranties of the other. As used in this Agreement, "Representatives" means any attorneys, accountants, investment bankers, financial advisors or the Companyother representatives or agents engaged or designated by First-Knox xx Park, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Knox Banc Corp), Agreement and Plan of Merger (Park National Corp /Oh/)
Access to Information. Subject to currently existing contractual and legal restrictions applicable to IGL (a) The Company which IGL represents and warrants do not require it to withhold information which is material and adverse to IGL and its subsidiaries Subsidiaries taken as a whole) or to FTX (which FTX represents and warrants do not require it to withhold information which is material and adverse to FTX and its Subsidiaries taken as a whole), IGL and FTX shall, and shall afford cause each of its respective Subsidiaries to, afford, during normal business hours during the period from the date of this Agreement through the Effective Time, to Parent and Subsidiary and their respective the accountants, counsel, financial advisors advisors, officers and other representatives (of the "Parent Representatives") other reasonable access to, and Parent and permit them to make such inspections as may reasonably be requested of, its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited towithout limitation, Tax Returns) the work papers of independent public accountants), and also permit such interviews with its officers and employees as may be reasonably requested; and, during such period, IGL and FTX shall, and shall cause each of its respective Subsidiaries to, furnish promptly to one another the other (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businesses, operations, its properties, assets, condition (financial or other), results of operations business and personnel as Parent or Subsidiary or the Company, as the case other may be, shall reasonably request; provided that no . From the date of this Agreement through the Effective Time, IGL and FTX shall consult with each other regarding any inquiries made by antitrust regulatory authorities, including as to any issues raised by such authorities and the possible resolutions thereof. No investigation pursuant to this Section 7.1 5.4 shall amend affect any representation or modify warranty in this Agreement of any representations party hereto or warranties made herein or the conditions any condition to the obligations of the respective parties hereto. All information obtained by IGL or FTX pursuant to consummate the Merger. Parent and its subsidiaries this Section 5.4 shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, be kept confidential in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection accordance with the transactions contemplated by this AgreementConfidentiality Agreement dated July 30, except that (i) Parent1997 among IGL, Subsidiary FTX and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseFRP.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Imc Global Inc), Agreement and Plan of Merger (Freeport McMoran Inc)
Access to Information. (a) The During the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, subject to applicable Laws, upon reasonable advance notice, the Company shall and shall cause its subsidiaries shall Subsidiaries to afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full Parent’s Representatives reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective Company’s and its Subsidiaries’ officers, employees, properties, books, contracts, commitments contracts and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably requestrecords; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries Representatives shall hold conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries; provided further, however, that the Company shall not be obligated to provide such access if the Company determines, in its reasonable judgment, that (a) doing so would violate applicable Law or an obligation of confidentiality owing to a third party (provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use their its reasonable best efforts to cause obtain the Parent Representatives required consent of such third party), or waive the protection of an attorney-client privilege, the work product doctrine or other similar privilege applicable to holdsuch documents or information (provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client privilege), or result in the disclosure of any trade secrets, or (b) such documents or information are directly related to any adverse Proceeding between the Company and its subsidiaries shall hold Affiliates on the one hand, and shall use their reasonable best efforts Parent and its Affiliates, on the other hand. Nothing in this Section 7.2 will be construed to cause require the Company or any of its Subsidiaries or any of their Representatives to holdprepare any reports, analyses, appraisals, opinions or other information. Each party hereto will hold any such information that is nonpublic in strict confidence all non-public documents to the extent required by, and information furnished in accordance with, the provisions of that certain agreement, dated May 7, 2019 (the “Confidentiality Agreement”), between the Company and Parent. Any access to Parent and Subsidiary or any Leased Real Property shall be subject to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary ’s reasonable security measures and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, applicable requirements of the Company Required Statutory Approvals Leases and shall not include the Company Stockholders' Approval and (ii) each of Parentright to perform any “invasive” testing or soil, Subsidiary and the Company may disclose air or groundwater sampling, including, without limitation, any information that it is required by law Phase I or judicial or administrative order to disclosePhase II environmental assessments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wageworks, Inc.), Agreement and Plan of Merger (Healthequity, Inc.)
Access to Information. (a) The Company and its subsidiaries shall afford to Each of the Seller Parent and Subsidiary the Seller, jointly and their respective accountantsseverally, counselshall, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to cause each of the Company and its accountantsSubsidiaries and, counselso long as consistent with its confidentiality obligations under its Joint Venture agreements, financial advisors shall use commercially reasonable efforts to cause the Joint Ventures to, throughout the period from the date hereof to the Closing, (i) provide the Buyer and other representatives (the "Company Representatives") its Representatives with full access access, upon reasonable prior notice and during normal business hours throughout hours, to all officers, employees, agents and accountants of the period prior Company and its Subsidiaries and, to the Effective Time to all of extent possible, the Joint Ventures and their respective assets, properties, books, contracts, commitments books and records (includingrecords, but only to the extent that such access does not limited tounreasonably interfere with the business and operations of the Company and its Subsidiaries and the Joint Ventures, Tax Returns(ii) and, during such period, shall furnish promptly to one another such persons (ix) a copy of each report, statement, schedule and other document filed or received by the Company, or any of them its Subsidiaries or the Joint Ventures pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or filed Regulatory Authority, and (iii) upon request from the Buyer, furnish to the Buyer audited financial statements of the Company and its Subsidiaries for each of the last three fiscal years ended prior to the date of the request and unaudited quarterly financial information for such periods, together with the related financial information, and to use its commercially reasonable efforts to cause the Company’s auditors to provide consents requested by the Buyer, and (y) all other information and data (including, without limitation, copies of Contracts, Employee Benefit Plans, and other books and records) concerning the business and operations of the Company and its Subsidiaries and the Joint Ventures as the Buyer or any of them with the SEC or which its Representatives reasonably may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no . No investigation pursuant to this Section 7.1 paragraph or otherwise shall amend affect any representation or modify warranty contained in this Agreement or any representations or warranties made herein or the conditions condition to the obligations of the respective parties hereto. Any such information or material obtained pursuant to consummate this Section 5.1 shall be governed by the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause terms of the Parent Representatives to hold, letter agreement between the Buyer and the Company and its subsidiaries shall hold and shall use their reasonable best efforts Seller Parent relating to cause confidential information concerning the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to (the Company, as the case may be, in connection with the transactions contemplated by this “Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Midamerican Energy Holdings Co /New/), Stock Purchase Agreement (Scottish Power PLC)
Access to Information. (a) The From the date hereof until the Effective Time and subject to the requirements of applicable Laws, the Company shall, and shall cause each of its subsidiaries shall afford Subsidiaries to, (i) provide to Parent and Subsidiary Merger Sub, and their respective accountantsofficers, directors, employees, managers, consultants, counsel, financial advisors advisors, auditors, agents and other authorized representatives (the "“Parent Representatives"”) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all employees, accountants, legal counsel, auditors and other representatives and agents of their respective the Company and its Subsidiaries and the offices, properties, books, contracts, commitments books and records of the Company and its Subsidiaries, including access to conduct environmental site assessments, (ii) furnish to Parent, Merger Sub and the Parent Representatives such financial and operating data and other information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its Subsidiaries as such Persons may reasonably request (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly furnishing to one another (i) a copy Parent the financial results of each report, schedule and other document filed or received the Company in advance of any filing by any of them pursuant to the requirements of federal or state securities laws or filed by any of them Company with the SEC or which may have a material effect on their respective businessescontaining such financial results), properties or personnel and (iiiii) such instruct the employees, counsel, financial advisors, auditors and other authorized representatives (other than nonemployee directors) of the Company and its Subsidiaries to cooperate reasonably with Parent and Merger Sub to obtain access to information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations the Company and personnel as Parent or Subsidiary or the Companyits Subsidiaries, as the case may be. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to Parent, Merger Sub or any Parent Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract, provided, that the Company shall use its commercially reasonable efforts to (A) obtain the required consent from any required third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably request; provided acceptable to Parent and the Company or (C) enter into a joint defense agreement or implement such other techniques if the parties determine that no investigation doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Notwithstanding the foregoing, neither Parent, Merger Sub nor any Parent Representatives shall have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion the disclosure of which could subject the Company or any of its Subsidiaries to risk of material liability. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time or the Termination Date, the Company will furnish to Parent (i) the audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2010 within 90 days after December 31, 2010, (ii) the unaudited quarterly consolidated financial statements of the Company and its Subsidiaries for any quarterly period ended after the date hereof within 45 days after the last day of the relevant quarter and (iii) promptly after becoming available, monthly financial statements, including an unaudited balance sheet, consolidated results of operations and consolidated cash flows and changes in shareholders equity. Parent and Merger Sub agree that they will not, and will direct the Parent Representatives not to, use any information obtained pursuant to this Section 7.1 shall amend or modify 5.2 for any representations or warranties made herein purpose unrelated to the Merger, this Agreement or the conditions transactions contemplated hereby. Such access to information pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the obligations conduct of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and business of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Subsidiaries. Parent and Subsidiary or Merger Sub shall present all requests for information and access only to the Company, such Persons as the case parties may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosereasonably agree upon.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Silverleaf Resorts Inc)
Access to Information. (a) The Subject to the Confidentiality Agreement and applicable Law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford accountants, counsel and other representatives, reasonable access, off premises, during normal business hours to the books, analysis, projections, plans, systems, contracts, commitments and records of the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access Subsidiaries during normal business hours throughout the period prior to the Effective Time to obtain all information concerning the business of their respective the Company and its Subsidiaries, including the status of product development efforts, properties, booksresults of operations and personnel of the Company and its Subsidiaries (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, contractsit being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes) and use all reasonable efforts to make available at all reasonable times during normal business hours to Parent and its representatives, commitments the Presidents of its major subsidiaries and records such other personnel requested by Parent that the Company believes will not disrupt the Company’s business (includingwhich access shall be arranged by the Company’s CEO or CFO), but not limited toand its attorneys, Tax Returns) andaccountants and other professionals for discussion of the Company and its Subsidiaries’ business, during properties, prospects and personnel. During such period, the Company shall (and shall cause its Subsidiaries to), subject to any limitations imposed by law with respect to records of employees, furnish promptly to one another Parent at its request (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or may reasonably request (excluding only proprietary technical research and development data and other data that the Company determines in good faith is competitively sensitive and/or not required to prepare necessary regulatory filings, it being agreed that counsel making such regulatory filings shall have such access promptly upon a showing of need for regulatory purposes). Notwithstanding anything else in this Section 7.4(b) to the contrary, the Chief Executive Officer of the Company shall arrange for the Chief Executive Officer of Parent to be granted reasonable access to the officers and managers of the Company, ’s Subsidiaries as reasonably requested by the case may be, shall reasonably request; provided that no investigation Chief Executive Officer of Parent. Any information obtained from the Company or any of its Subsidiaries pursuant to the access contemplated by this Section 7.1 7.4 shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations Confidentiality Agreement. Nothing herein shall limit in any way the full and complete access of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts representatives to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts Subsidiaries following the Purchase Time, including, without limitation, access to cause all documents, data, properties, personnel or other information or Intellectual Property of the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseits Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gsi Group Inc), Agreement and Plan of Merger (Excel Technology Inc)
Access to Information. (a) The From and after the date of this Agreement, subject to the requirements of applicable Law, the Company and its subsidiaries shall afford to will (i) give Parent and Subsidiary Merger Sub and their respective authorized officers, employees, accountants, counselinvestment bankers, financial advisors counsel and other representatives reasonable access (the "Parent Representatives"during regular business hours upon reasonable notice) and Parent and its subsidiaries shall afford to the Company and its accountantssuch employees, counselplants, financial advisors offices, warehouses and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior facilities at reasonable times and to the Effective Time to all of their respective properties, such books, contracts, commitments and records (including, but not limited to, including Tax Returns) andof the Company as Parent may reasonably request and instruct the Company’s independent public accountants to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, during (ii) permit Parent and Merger Sub to make such periodinspections as they may reasonably require, shall (iii) furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company as Parent or Merger Sub may from time to time reasonably request, (iv) furnish promptly to one another (i) Parent and Merger Sub a copy of each report, schedule and other document filed or received by any of them the Company during such period pursuant to the requirements of the federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesLaws, properties or personnel and (iiv) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and use its subsidiaries shall hold and shall use their reasonable best efforts to cause assist Parent in obtaining reasonable physical access to the Manufacturing Facility in order for Parent Representatives to holdmake such inspections as it may reasonably request. Notwithstanding the foregoing, the Company shall not be obligated to provide such access, inspections, data or other information to the extent that to do so (A) could reasonably be expected to jeopardize an attorney-client privilege or attorney work product protection, or (B) would violate an existing confidentiality obligation to any Person; provided, however, that in the case of clause (A) and (B), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of attorney client privilege) as is necessary to provide such access, inspections, data or other information to Parent and Merger Sub in compliance with applicable Law, and otherwise the Company and its subsidiaries shall hold and shall use their its reasonable best efforts to cause the Company Representatives to holdinstitute appropriate substitute disclosure arrangements, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as extent practicable in the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosecircumstances.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mallinckrodt PLC), Agreement and Plan of Merger (Cadence Pharmaceuticals Inc)
Access to Information. From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is validly terminated in accordance with Article 7, and subject to the requirements of any Law, including (ai) The any anti-trust Law, (ii) any applicable Law protecting the privacy of employees and personnel files, (iii) applicable undertakings given by the Company to others requiring confidential treatment of documents and (iv) appropriate limitations on the disclosure of information to maintain attorney-client privilege, the Company will, and will cause each of its subsidiaries and its subsidiaries shall afford to Parent and Subsidiary and their controlled affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, counselinvestment bankers, financial advisors and other representatives (collectively, the "Parent “Company Representatives"”) to, give Merger Sub and Parent and its subsidiaries shall afford their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Parent Representatives”) reasonable access, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities, to the senior officers and other Company Representatives, and to the books and records of the Company and each of its accountantssubsidiaries and will cause the Company Representatives and its subsidiaries to furnish or make available to Parent, counsel, Merger Sub and the Parent Representatives such financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments operating data and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesseswith respect to the business and operations of the Company or any of its subsidiaries as Parent, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary Merger Sub or the Company, as the case Parent Representatives may be, shall from time to time reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations . Each of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold Merger Sub will, and shall use their reasonable best efforts to will cause the Parent Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement (as defined below). Except as otherwise agreed to holdby the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of September 10, 2007 (the “Confidentiality Agreement”), between Parent and a Company and its subsidiaries Representative shall hold and shall use their reasonable best efforts apply to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to any Parent and Subsidiary Representative by any Company Representative hereunder or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosethereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Specialized Health Products International Inc), Agreement and Plan of Merger (Bard C R Inc /Nj/)
Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors counsel and other representatives representatives, reasonable access (the "Company Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Effective Time to to: (i) all of their respective the properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries Subsidiaries, including all Company Intellectual Property (including access to source code, but not to detailed information concerning design processes, design specifications, product roadmaps or similar highly sensitive Company Intellectual Property; provided, however, that (1) access to source code shall hold and shall use their reasonable best efforts to cause only occur on the premises of the Company Representatives in Monrovia, California on Company computers designated by the Company for such purposes and, at the Company’s election, under the supervision of a representative or representatives of the Company; (2) Parent shall provide at least forty-eight hours written notice of its request for such access, including in such notice whether Parent desires to holdhave Company engineering personnel available, as provided in subpart 4; (3) Parent and its representatives shall be permitted to take notes during such access provided that (A) on each day such notes are taken, Company shall be provided with such notes in order to make and retain copies thereof and (B) such notes and the contents of such notes may not be disclosed by Parent or its representatives other than to Parent personnel and representatives who have a need to know the contents of such notes for purposes of preparing to integrate the Company Products with Parent offerings as of the Effective Time; and (4) such access shall be permitted for up to fifteen days (which need not be consecutive) selected by Parent in accordance with the requirements hereof (provided, however, that for up to five of the fifteen days selected by Parent, Company engineering personnel with knowledge of those product components and/or topics designated by Parent in its notice shall be required to be on hand to answer questions, unless Company notifies Parent prior to such day that such engineering personnel are unavailable, in strict confidence which case the parties shall work in good faith to schedule another day that is mutually agreeable)), and all noncapitalization and equity compensation information that is necessary for Parent to promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-public documents Based Payments” promulgated by the Financial Accounting Standards Board, (ii) all other information concerning the business, properties and information furnished personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request, and (iii) all Employees of the Company and its Subsidiaries as reasonably requested by Parent. The Company agrees to promptly provide to Parent and Subsidiary or to the Companyits accountants, as the case may be, in connection with the transactions contemplated by this Agreement, except that counsel and other representatives copies of such internal financial statements (iincluding Tax Returns and supporting documentation) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosereasonably requested.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Seebeyond Technology Corp)
Access to Information. Upon reasonable notice, Saratoga and SJNB shall (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and cause each of their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"Subsidiaries to) and Parent and its subsidiaries shall afford to the Company other and its accountantstheir representatives and advisors access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Closing Date, to all of their respective the properties, books, contracts, commitments and records of Saratoga (including, but not limited to, Tax Returnsin the case of Saratoga) and of SJNB (in the case of SJNB) and, during such period, each of Saratoga and SJNB shall furnish promptly (and shall cause each of their respective Subsidiaries to) make available to one another the other and their representatives and advisors (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them pursuant to the requirements of federal Saratoga or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the CompanySJNB, as the case may be, shall reasonably request; provided that no investigation during such period pursuant to this Section 7.1 shall amend the requirements of Federal securities laws or modify any representations Federal or warranties made herein state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the conditions to the obligations business, properties and personnel of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary Saratoga or to the Companyof SJNB, as the case may be, as such other party may reasonably request. SJNB will hold any such information with respect to Saratoga and its Subsidiaries which is nonpublic in connection confidence to the extent required by, and in accordance with, the provisions of the letter dated July 28, 1998, between Saratoga and SJNB (the "Confidentiality Agreement"). Saratoga will hold all such information with respect to SJNB and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the transactions contemplated by this extent required by, and in accordance with, the provisions of the Confidentiality Agreement, except that (i) Parentdeeming, Subsidiary and the Company may disclose for purpose of this sentence, such information to be subject to the provisions of the Confidentiality Agreement as may be necessary in connection with seeking if such provisions applied by their terms to such information of SJNB and its Subsidiaries, as well as to such information of Saratoga and its Subsidiaries. No investigation by either SJNB, on the Parent Required Statutory Approvalsone hand, or Saratoga, on the Company Required Statutory Approvals other hand, shall affect the representations and warranties of the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseother.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Saratoga Bancorp), Agreement and Plan of Merger (SJNB Financial Corp)
Access to Information. (a) The Company Upon reasonable notice to the Company, the Acquired Companies shall, and its subsidiaries shall afford to Parent and Subsidiary and cause their respective accountantsofficers, counseldirectors, financial advisors employees and other representatives (the "Parent Representatives") Representatives to, afford Parent’s and Parent Merger Sub’s officers and its subsidiaries shall afford to the Company Parent’s and its accountantsMerger Sub’s other authorized Representatives reasonable access as reasonably requested by Parent, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior Pre-Closing Period, to the Effective Time to all of their respective Representatives, officers, employees, properties, facilities, books, contractsContracts, commitments and records (includingincluding Tax returns), but not limited toreports (including draft and final reports of PricewaterhouseCoopers LLP relating to the 2017 audited financials as and when furnished to the Company), Tax Returnscorrespondence and any other documents and information of the Acquired Companies that is in the possession, custody or control of any of the Acquired Companies or their respective Representatives (whether in physical or electronic form) and, during such period, and shall furnish promptly Parent and Merger Sub all financial, operating and other data and information, in each case, as Parent and Merger Sub through their officers, employees or other Representatives, may reasonably request in each case, for reasonable business purposes related to one another the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing herein shall require any of the Acquired Companies to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each report, schedule and other document filed basis that does not waive such privilege with respect thereto) or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businessescontravene any Applicable Law, operations, properties, assets, condition fiduciary duty or binding confidentiality obligation of any Acquired Company or its Affiliate (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, so long as the case may beCompany has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Applicable Law, agreement or duty); provided, further, that information shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions be disclosed subject to the obligations execution of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to holda joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, in each case, to the extent that the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except determines that (i) Parent, Subsidiary and the Company may disclose such information as doing so may be necessary in connection reasonably required for the purposes of complying with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseapplicable Antitrust Laws.
Appears in 1 contract
Access to Information. (a) The Company Between the date of this Agreement and its subsidiaries the Closing Date, the Selling Companies shall, and shall afford cause each of their Subsidiaries and each of the Selling Companies' and their Subsidiaries' officers, employees, accountants, counsel and other representatives and agents to, give Parent and Merger Subs and their representatives reasonable access upon reasonable notice and during times mutually convenient to Parent and Subsidiary Merger Subs and senior management of the Selling Companies to the facilities, properties, employees, books and records of the Selling Companies and their respective Subsidiaries and financial and operating data and other information with respect to the business and operations of the Selling Companies and their Subsidiaries as from time to time may be reasonably requested, provided that nothing in this Agreement shall require Fluent to provide to Parent and the Merger Subs any information reasonably deemed by Fluent in good faith to be competitively sensitive. The Selling Companies shall provide such financial and other information regarding the business that is available and is reasonably requested by Parent. The Selling Companies shall make available to the officers, employees, accountants, counsel, financial advisors counsel and other representatives (of Parent upon the "Parent Representatives") and reasonable request of Parent and its subsidiaries shall afford to the Company and its during normal working hours all officers, accountants, counsel, financial advisors counsel and other representatives (or agents of the "Company Representatives") full access during normal business hours throughout Selling Companies or their Subsidiaries for discussion of the period prior to the Effective Time to all Selling Companies' or any of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective Subsidiaries' businesses, properties or personnel as Parent may reasonably request. All requests for access to the officers, employees, accountants, counsel and (ii) such other representatives of the Selling Companies or any information concerning their respective businesses, operations, properties, assetsbooks, condition (financial or other)Contracts, results of operations records and personnel as shall be submitted or directed by Parent exclusively to an individual or Subsidiary or individuals to be designated by the CompanySelling Companies. Prior to the Fourth Effective Time, as Parent and Merger Subs shall hold in confidence all such information on the case may be, shall reasonably request; provided that no investigation pursuant terms and subject to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to contained in the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Confidentiality Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aavid Thermal Technologies Inc)
Access to Information. (a) The During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, (i) the Company shall afford Acquiror and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout to (A) the period prior to the Effective Time to all of their respective Company’s properties, personnel, books, contracts, commitments Contracts and records and (including, but not limited to, Tax ReturnsB) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and all other document filed or received by any of them pursuant to information concerning the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesbusiness, properties or and personnel of the Company as Acquiror may reasonably request and (ii) the Company shall provide to Acquiror and its representatives true, correct and complete copies of the Company’s (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and workpapers relating to Taxes for periods beginning after January 1, 2013, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Company has been a party and (D) receipts for any Taxes paid to foreign Tax Authorities for periods beginning after January 1, 2013. Nothing in this Section 5.7 will require the Company or any of its Subsidiaries to disclose any information to Acquiror if such disclosure would, on the advice of counsel (i) jeopardize any attorney-client or other information concerning legal privilege or (ii) contravene any applicable Legal Requirement, fiduciary duty or Contract entered into prior to the Agreement Date (including any confidentiality agreement to which the Company, any Subsidiary or any of their respective businessesAffiliates is a party); provided, operationshowever, propertiesthat the Company agrees to use commercially reasonable efforts to establish a process that (through use of steps such as targeted redactions, assetsjoint defense agreements, condition (financial provision of information to counsel to review and summarize for Acquiror or other), results use of operations a “clean room” environment for analysis and personnel as Parent or Subsidiary or review of information by joint integration teams in coordination with counsel and the Company) will provide Acquiror with timely access to the fullest extent possible to the substance of the information described in this Section 5.7(a) in a manner that allows the Company to comply with applicable Legal Requirements, fiduciary duties and its confidentiality obligations to third parties or preserve the Company’s attorney-client privilege, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Access to Information. (a) The Subject to currently existing contractual and legal restrictions applicable to Parent or to the Company or any of their respective Subsidiaries, each of Parent and the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the accountants, counsel, financial advisors and other representatives (of the "Parent Representatives") other party hereto reasonable access to, and Parent and its subsidiaries shall afford permit them to the Company and its accountantsmake such inspections as they may reasonably require of, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to from the date of this Agreement through the Effective Time to Time, all of their respective properties, books, contracts, commitments and records (including, but not limited towithout limitation, Tax Returnsthe work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, Parent and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to one another the other (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as the other may reasonably request. No investigation pursuant to this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. Section 5.4 Compliance with the Securities Act; Pooling Period. (a) Prior to mailing the Joint Proxy Statement, the Company shall deliver to Parent and Parent shall deliver to the Company a list of names and addresses of those persons who, in the opinion of the Company or Parent, as the case may be, may, at the time of the Company Stockholders Meeting or the Parent Shareholder Meeting, as the case may be, be deemed to be "affiliates" of the Company within the meaning of Rule 145 under the Securities Act and for the purposes of applicable interpretations regarding the pooling-of-interests method of accounting ("Affiliates"). The Company shall provide to Parent and Parent shall provide to the Company such information and documents as each shall reasonably request for purposes of reviewing such lists. There shall be added to such lists the names and addresses of any other person which Parent or Subsidiary the Company, as the case may be, reasonably identifies (by written notice to the other party within ten business days after receipt of such list) as being a person who may be deemed to be an Affiliate of the Company or Parent, as the case may be; provided, however, that no such person identified by Parent or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions be added to the obligations list of Affiliates of the respective parties to consummate the Merger. other party if Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, receives from such other party, on or before the Effective Time, a reasonably satisfactory opinion of counsel to the effect that such person is not an Affiliate. Each party shall exercise all reasonable efforts to deliver or cause to be delivered to the other party, not later than 30 days prior to the Effective Time, from each of such Affiliates of such party identified in connection with the transactions contemplated by this Agreementforegoing list, except that an affiliate letter in the form attached hereto as Exhibit A-1 or A-2 respectively. (ib) ParentIf the Merger would otherwise qualify for pooling-of-interests accounting treatment, Subsidiary shares of Parent Common Stock issued to such Affiliates of the Company in exchange for shares of Company Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Parent and the Company may disclose have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies (the "Pooling Financial Results"), regardless whether each such information Affiliate has provided the written agreement referred to in this Section 5.4. Parent agrees to publish the Pooling Financial Results within 45 days after the end of the first full fiscal month following the Closing. Except as may set forth in the Registration Rights Agreement, Parent shall not be necessary required to maintain the effectiveness of the S-4 Registration Statement or any other registration statement under the Securities Act for the purposes of resale of Parent Common Stock received in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals Merger by such Affiliates and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary certificates representing Parent Common Stock received by such Affiliates shall bear a customary legend regarding applicable Securities Act restrictions and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.provisions of this Section 5.4. Section 5.5
Appears in 1 contract
Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corporate Express Inc)
Access to Information. From the date hereof until the earlier of the termination of this Agreement or the Effective Time, the Company shall during normal business hours and upon reasonable prior notice, (a) The give to Parent, its counsel, financial advisors, auditors and other Representatives reasonable access to the personnel, advisors, agents, offices, properties, Contracts and books and records of the Company and its subsidiaries shall afford to Parent Subsidiaries and Subsidiary (b) cause its Subsidiaries, and their respective accountantsinstruct its employees, counsel, financial advisors advisors, auditors and other representatives Representatives, to reasonably cooperate with Parent in such access and to furnish reasonably promptly all other information, and provide copies thereof, concerning the personnel, properties and business of the Company and its Subsidiaries as Parent or Merger Subsidiary may reasonably request; provided, however, that (i) this Section 6.04 shall not require the "Company or any of its Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or similar privilege or the work product doctrine or (B) any information that in the reasonable opinion of the Company would violate any Applicable Law (provided, however, that, in the case of subclause (A) and this subclause (B), the Company shall use its reasonable best efforts to communicate the applicable information to Parent Representatives"in a way that would not violate the Applicable Law or waive such privilege or work-product doctrine), (C) such documents or information that are reasonably pertinent to any litigation, suit, action or proceeding between the Company and its Affiliates, on the one hand, and Parent and its subsidiaries shall afford Affiliates, on the other hand, (D) any information related to the Company negotiation and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all execution of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary Agreement or to the Company, as the case may be, in connection transactions potentially competing with or alternative to the transactions contemplated by this Agreement, except that Agreement or proposals from other third parties relating to any competing or alternative transactions (iincluding Company Acquisition Proposals) Parent, Subsidiary and the Company may disclose such actions of the Company’s Board of Directors (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement or (E) any information as may be necessary in connection related to an Adverse Recommendation Change or the actions of the Company’s Board of Directors (or any committee thereof) with seeking the Parent Required Statutory Approvalsrespect thereto, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each any such access shall be provided under supervision of Parent, Subsidiary and appropriate personnel of the Company may disclose and in such a manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries and (iii) any information access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures and policies and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct any other environmental sampling. Notwithstanding anything herein to the contrary, the parties hereby agree and acknowledge that it is the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the extent required by law or judicial or administrative order to disclosepermit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Milacron Holdings Corp.)
Access to Information. (ai) The Subject to confidentiality obligations that may be applicable to information furnished to the Company or any of its Subsidiaries by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information which in the opinion of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure, the Company will afford Parent and its subsidiaries shall afford to Parent and Subsidiary and their respective financial advisors, accountants, counsel, financial advisors counsel and other representatives (reasonable access during normal business hours, upon reasonable notice, in such manner as to not interfere with the "Parent Representatives") and Parent and its subsidiaries shall afford to normal operation of the Company and its accountantsSubsidiaries, counselto the properties, financial advisors books, records and other representatives (management personnel of the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing to obtain all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businessesthe business, operationsincluding the status of business development efforts, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or of the Company, as the case Parent may be, shall reasonably request; provided provided, that no such access shall not include any invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company; provided, further that any such access shall be subject to and limited to the extent the Company reasonably determines in good faith, in light of the coronavirus (COVID-19) pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Entity), that such access would jeopardize the health and safety of any employee of the Company or any of its Subsidiaries. The parties hereto shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. No information or knowledge obtained by Parent in any investigation pursuant to this Section 7.1 shall amend 4.2(b)(i) will affect or be deemed to modify any representations representation or warranties made warranty contained herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.)
Access to Information. (a) The From the date hereof to the Effective Time, the Company shall and shall cause its subsidiaries shall directors, officers, employees, auditors and agents to, (i) afford to the directors, officers, employees, environmental and other consultants, attorneys, accountants financial advisors, representatives and agents of Parent and Subsidiary Merger Sub and their respective accountants, counsel, financial advisors and other representatives the anticipated sources of the Financing or any alternative financing (the "Parent Representatives") and Parent and Representatives")reasonable access at reasonable times to its subsidiaries shall afford to the Company and its accountantsdirectors, counselofficers, financial advisors employees, representatives, agents, properties, offices and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time facilities and to all of their respective properties, booksreasonably required information systems, contracts, commitments books and records (including Tax Returns, audit work papers and insurance policies), (ii) provide, all cooperation reasonably necessary in connection with the Financing or any alternative financing, including, but not limited toonly to the extent reasonably necessary, Tax Returnsparticipation in meetings and due diligence sessions and the provision of Company-specific information necessary for the preparation of definitive financing documentation, information memoranda and similar documents, and the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, audited and unaudited financial statements, and legal opinions in each case, as may be reasonably requested by Parent or Merger Sub, and taking such other actions as are reasonably required to be taken by the Company in the Commitment Letters or pursuant to alternative financing arrangements, and (iii) andmake available or furnish to Parent and Merger Sub and the Parent Representatives, during such periodall financial, shall furnish promptly to one another (i) a copy of each report, schedule operating and other document filed or received by any of them pursuant to data and information that Parent and Merger Sub and the requirements of federal or state securities laws or filed by any of them with the SEC or which Parent Representatives may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation the Company shall be reimbursed promptly by Parent for all reasonable, documented, third-party out-of-pocket expenses incurred in connection with the foregoing. No information received pursuant to this Section 7.1 5.5 shall amend affect or be deemed to modify or update any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent representations and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and warranties of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, contained in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Access to Information. (a) The Upon reasonable notice and subject to applicable Laws, the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors advisors, agents and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Parent, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, Tax Returns) and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal securities Laws or federal or state securities laws banking Laws (other than reports or filed by any of them with documents that the SEC or which may have a material effect on their respective businessesCompany is not permitted to disclose under applicable Law), properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or may reasonably request and (iii) access to the necessary information (including the Company’s own good faith estimates as available and third-party reports, as if any, commissioned by the case may be, shall reasonably Company at Parent’s request; provided that no investigation pursuant ) in order to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations prepare a good faith estimate of the respective parties potential impact of Sections 280G and 4999 of the Code with respect to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts amounts potentially payable to cause the Parent Representatives to hold, and senior executives of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the consummation of the transactions contemplated by this Agreement. Upon the reasonable request of the Company, except that (i) Parent, Subsidiary Parent shall furnish such reasonable information about it and its business as is reasonably relevant to the Company may disclose such information as may be necessary and its shareholders in connection with seeking the Parent Required Statutory ApprovalsFirst Merger, the Subsequent Merger, the Bank Merger and the other transactions contemplated by this Agreement. Neither the Company nor Parent, nor any of their respective Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any Law or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In addition to the foregoing, on an every other week basis, the Company Required Statutory Approvals shall provide Parent with a listing of all new and renewed loans and loan modifications, loan payoffs and loan purchases in the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding two weeks.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacific Continental Corp)
Access to Information. The Company shall (a) The give to Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access to the offices, properties, books and records of the Company and its subsidiaries shall afford Subsidiaries, (b) furnish to Parent Parent, its counsel, financial advisors, auditors and Subsidiary other authorized Representatives such information, including financial and their respective accountantsoperating data, as such Persons may reasonably request and (c) instruct its employees, counsel, financial advisors advisors, auditors and other representatives (the "authorized Representatives to reasonably cooperate with Parent Representatives") and Parent and in its subsidiaries shall afford to investigation of the Company and its accountantsSubsidiaries, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior it being agreed that all information provided to Parent pursuant to this Section 6.04 shall be subject to the Effective Time to all confidentiality provisions of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no Confidentiality Agreement. Any investigation pursuant to this Section 7.1 6.04 shall amend or modify any representations or warranties made herein or be conducted during normal business hours in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and business of the Company and its subsidiaries shall hold Subsidiaries. Notwithstanding the foregoing, but subject to and shall use their reasonable best efforts to cause without limiting in any respect the Company’s obligations under Section 6.03, the Company Representatives shall not be required pursuant to holdthis Section 6.04 to provide to Parent, in strict confidence all non-public documents its counsel, financial advisors, auditors or other authorized Representatives, any information that relates to the negotiation and information furnished to Parent and Subsidiary execution of this Agreement or to the Company, as the case may be, in connection Acquisition Proposals potentially competing with or alternative to the transactions contemplated by this Agreement, ; except that (i) the Company shall be required to provide all such information to Parent, Subsidiary its counsel, financial advisors, auditors or other authorized Representatives, to the extent requested and the Company may disclose such information as may be necessary reasonably necessary, in connection with seeking the any Transaction Litigation. Article 7 Covenants of Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.Parent agrees that:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premiere Global Services, Inc.)
Access to Information. (a) The Company Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which any CAMAC Party is subject, between the date of this Agreement and the Closing Date, subject to the CEI Parties’ undertaking to use commercially reasonable efforts to keep confidential and protect the Intellectual Property of CAMAC Parties against any disclosure, the CAMAC Parties will permit the CEI Parties and its subsidiaries shall afford to Parent Representatives reasonable access at dates and Subsidiary times agreed upon by the applicable CAMAC Party and their respective accountantsthe CEI Parties, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments books and records (and other data with respect to the OML Related Agreements, including, but not limited to, Tax Returns) andexploration operations, during such periodoil screening assessments and drilling and reconnaissance programs, which the CEI Parties determine are necessary for the preparation and amendment of filings or submissions required by SEC rules and regulations as are necessary to consummate the Transactions and as are necessary to respond to requests of the SEC’s staff, the CEI Parties’ accountants and relevant Governmental Authorities. Notwithstanding anything to the contrary contained herein, the failure to use commercially reasonable efforts to protect against any disclosure of any Intellectual Property of the CAMAC Parties by any CEI Party or its Representatives in violation of this Section 6.6, shall furnish promptly constitute a breach of a covenant in a material respect pursuant to one another Section 11.1(c) hereof; provided, however, that the CEI Parties may make a disclosure otherwise prohibited by this Section 6.6 if required by applicable Law (iincluding, without limitation, by oral questions, interrogatories, requests for information, subpoena of documents, civil investigative demand or similar process) or the rules and regulations of the SEC or any stock exchange having jurisdiction over the CEI Parties. If any CEI Party or any of its Representatives is requested or required to disclose any Intellectual Property of the CAMAC Parties as provided in the proviso in the immediately preceding sentence, such CEI Party shall provide the CAMAC Parties with prompt written notice of any such request or requirement to allow the CAMAC Parties to seek a copy of each report, schedule and protective order or other document filed appropriate remedy. If any or received all seismic data or other information obtained by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, CAMAC Parties in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory ApprovalsOML Related Agreements from a third party is subject to restrictions on disclosure, the Company Required Statutory Approvals and CAMAC Parties shall use commercially reasonable efforts to enter into an agreement with such third party allowing disclosure of such data to the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseCEI Parties.
Appears in 1 contract
Samples: Purchase and Continuation Agreement (CAMAC Energy Inc.)
Access to Information. (a) The Upon reasonable notice and subject to applicable laws, Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors advisors, agents and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Purchaser, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all of their respective its properties, books, contracts, commitments commitments, personnel and records (includingrecords, but not limited to, Tax Returns) and, during such period, Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Purchaser (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC federal or which may have a material effect on their respective businessesstate banking or insurance laws (other than reports or documents that Company is not permitted to disclose under applicable law), properties or personnel and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case Purchaser may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions request and (iii) access to the obligations necessary information (including Company’s own good faith estimates as available and third-party reports, if any, commissioned by Company at Purchaser’s request) in order to prepare a good faith estimate of the respective parties potential impact of Sections 280G and 4999 of the Code with respect to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts amounts potentially payable to cause the Parent Representatives to hold, and the senior executives of Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreementconsummation of the Contemplated Transactions. Upon the reasonable request of Purchaser, except that (i) Parent, Subsidiary Company shall furnish such reasonable information about it and its business as is relevant to Company and the Company may disclose such information as may be necessary LBI shareholders in connection with seeking the Parent Required Statutory ApprovalsContemplated Transactions, including such title reports and environmental reports pertaining to Company Real Property not previously made available to Purchaser. Neither Company nor Purchaser, nor any of their Subsidiaries shall be required to provide access to or to disclose information to the Company Required Statutory Approvals and extent such access or disclosure would jeopardize the Company Stockholders' Approval and attorney-client privilege of such party or its Subsidiaries (iiafter giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) each or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of Parent, Subsidiary and this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the Company may disclose any information that it is required by law or judicial or administrative order to discloserestrictions of the preceding sentence apply.
Appears in 1 contract
Access to Information. (a) The Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective to the officers, employees, accountants, counsel, financial advisors counsel and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsadvisors of Parent, counselreasonable access, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective properties, books, contracts, commitments commitments, personnel and records (including, but not limited to, Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to one another Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal Federal or state securities laws or filed by any of them with Federal or state banking or thrift laws (other than reports or documents which the SEC Company or which may have a material effect on their respective businesses, properties or personnel subsidiary is not permitted to disclose under applicable law) and (iib) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and 33 personnel as Parent may reasonably request. Parent will, and will cause its advisors and representatives to, hold any such information which is nonpublic in confidence to the extent required by, and in accordance with, the terms of the Confidentiality Agreement dated as of January 17, 1995, between the Company and Parent (the "Confidentiality Agreement"). No investigation by either Parent or Subsidiary or Sub shall affect the representations and warranties of the Company, as and each such representation and warranty shall survive such investigation. During the case may be, shall reasonably request; provided that no investigation pursuant to period from the date of this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions Agreement to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory ApprovalsEffective Time, the Company Required Statutory Approvals shall promptly furnish to Parent as the same become available and shall cause one or more of its designated representatives with appropriate knowledge of the details reflected in or underlying such financial statements and budgets to confer on a regular and frequent basis with Parent: (w) copies of all monthly and quarterly interim financial statements (including budgets and variances from budgets), (x) detailed information regarding monthly deposit flow and FHLB funding, (y) copies of monthly loan production reports, and (z) copies of monthly reports regarding sales of securities products. The Company shall promptly notify Parent of any material change in its business or operations and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Entity, or the institution of the threat of material litigation involving the Company Stockholders' Approval or its Subsidiaries, and (ii) each shall keep Parent fully informed of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseall such events.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northbay Financial Corp)
Access to Information. From the date hereof until (but excluding) the Closing or the earlier termination of this Agreement, upon reasonable notice, the Company will: (a) The Company and give Buyer, its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, auditors and other representatives authorized Representatives reasonable access to the offices, properties, books and records of the Acquired Companies; and (the "Parent Representatives"b) and Parent furnish to Buyer, and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors advisors, auditors and other representatives (authorized Representatives, such financial, Tax and operating data and other information relating to the "Company Representatives") full Acquired Companies as such Persons may reasonably request; provided, however, that any such access or furnishing of information will be conducted at Buyer’s expense, during normal business hours throughout hours, under the period prior supervision of the Company’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Acquired Companies. Neither Buyer nor its counsel, financial advisors, auditors or any other authorized Representatives will have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information the disclosure of which in the Company’s good faith opinion could subject the Company or any of its Subsidiaries to risk of liability. The Company will not be required to disclose to Buyer or its counsel, financial advisors, auditors or other authorized Representatives any information if it believes in good faith, based on advice of counsel, doing so: (a) would violate any Contractual Obligation or Applicable Law to which the Company or any of its Subsidiaries is a party or is subject; or (b) would result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided, however, that the Company shall use reasonable efforts to allow for the disclosure of such information to the Effective Time maximum extent, including the entry into common interest agreements. Without the prior written consent of the Company (which consent not to all be unreasonably withheld, delayed or conditioned), neither Buyer nor Merger Sub, nor any of their respective propertiesRepresentatives, bookswill: (a) contact any customers, contractsvendors or suppliers of, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly any Acquired Company for any reason related to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except the Contemplated Transactions or any Acquired Company or the Business; (b) have any right to perform sampling or any invasive or subsurface investigations of any properties or facilities of the Acquired Companies; or (c) contact any employee of the Acquired Companies; provided, however, that (i) Parent, Subsidiary at reasonable times and upon reasonable notice the Company may disclose shall make available to Buyer and its Representatives the officers and senior personnel of each of the Acquired Companies and any employee of any of the Acquired Companies that is a Seller or party to any Transaction Document. Until the Effective Time, the information provided will be subject to the terms of the Confidentiality Agreement, and, without limiting the generality of the foregoing, Buyer will not, and Buyer will cause its Affiliates and Representatives not to, use such information as may be necessary in connection with seeking for any purpose unrelated to the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseContemplated Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Compass Group Diversified Holdings LLC)
Access to Information. (a) The Upon reasonable notice, and subject to applicable Law, the Company shall (and shall cause its Subsidiaries to) afford to Parent, its Affiliates and its subsidiaries shall afford to Parent officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"advisors) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives Financing Parties (the "Company “Representatives"”) full reasonable access during normal business hours throughout hours, under supervision (which, at the Company’s discretion, may be direct supervision) of a designated employee or other Representative of the Company, and upon reasonable prior notice to the Company during the period prior to the Effective Time Time, to all of their respective its and its Subsidiaries’ properties, books, contractsContracts, commitments commitments, records, officers and records (including, but not limited to, Tax Returns) employees and, during such periodperiod as Parent may from time to time reasonably request, and during such period the Company shall (and shall cause its Subsidiaries to) furnish promptly to one another (i) a copy Parent all other information concerning it, its Subsidiaries and each of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or may reasonably request, including with respect to the Company’s compliance program; provided, however, that the Company may restrict the foregoing access and the disclosure of information to the extent that, in the good faith judgment of the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify (i) any representations or warranties made herein or the conditions Law applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties, (iv) disclosure of any such information or document could result in the respective parties to consummate loss of attorney-client privilege (provided, that the Merger. Parent and Company and/or its subsidiaries shall hold and counsel shall use their reasonable best efforts to cause enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the Parent Representatives to hold, and loss of attorney client privilege) or (v) such access would unreasonably disrupt the operations of the Company and or any of its subsidiaries shall hold and Subsidiaries; provided, however, that with respect to clauses (i) through (iv) of this Section 8.07(a), the Company shall use their its commercially reasonable best efforts to cause (A) obtain the Company Representatives required consent of such third party to hold, in strict confidence all non-public documents and provide such access or disclosure or (B) develop an alternative to providing such information furnished so as to address such matters that is reasonably acceptable to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Becton Dickinson & Co)
Access to Information. Upon reasonable notice, Aquarion shall (aand shall cause its Subsidiaries to) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (the "of Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout hours, during the period prior to the Effective Time Time, to all of their respective its facilities, operations, officers, employees, agents and accountants and its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, Aquarion shall (and shall cause its Subsidiaries to) furnish promptly to one another Parent (or in the case of the documents referred to in clause (a)(ii) below, make available to any representatives of Parent situated at Aquarion's facility in accordance with Section 4.4(b)) (i) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or received by any of them it during such period pursuant to the requirements of federal Federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the CompanyLaws, as the case may be, shall reasonably requestapplicable; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each report, schedule, statement and other document filed with any other Governmental Entity (other than, in the case of Parentclause (i) or (ii), Subsidiary documents which such party is not permitted to disclose under applicable Law or Orders), and (b) consistent with its legal obligations, all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that Aquarion may restrict the Company may disclose foregoing access to the extent that (i) a Governmental Entity requires Aquarion or any of its Subsidiaries to restrict access to any properties or information reasonably related to any such contract on the basis of applicable Laws or Orders with respect to national security matters or (ii) any Law or Order of any Governmental Entity applicable to Aquarion requires Aquarion or its Subsidiaries to restrict access to any properties or information. Parent will hold any information provided under this Section 5.2 or Sections 4.3 or 4.4 that it is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter dated March 19, 1999 between Aquarion and Parent (the "Confidentiality Agreement"). Any investigation by law or judicial or administrative order to discloseParent shall not affect the representations and warranties of Aquarion.
Appears in 1 contract
Access to Information. (a) The Upon reasonable notice and subject to the terms of the Confidentiality Agreement, dated December 1, 2006, between the Company and Parent (as assignee of the rights and obligations of Xxxxxxx, Dubilier & Rice, Inc.), as amended, supplemented or modified (the “Confidentiality Agreement”), the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective to the officers, employees, accountants, counsel, financial advisors counsel and other representatives (the "of Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective properties, books, contracts, commitments and records (includingincluding customary management reports and financial information), but not limited to, Tax Returns) and, and during such period, the Company shall furnish promptly (and shall cause each of its Subsidiaries to) make available and known to one another Parent and its representatives (ia) a copy of each report, schedule schedule, registration statement and other document filed filed, furnished or received by any of them it during such period pursuant to the requirements of the federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesfederal Tax laws (other than routine reports, properties or personnel schedules, registration statements and documents) and (iib) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided, however, that such access and information shall only be provided to the extent that no investigation such access or the provision of such information would not violate applicable law; and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that (x) in the reasonable good faith judgment of the Company would result in the disclosure of any trade secrets of third Persons or (y) violate any of the Company’s obligations with respect to confidentiality if the Company shall have used its reasonable efforts to obtain the consent of such third Person to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Subsidiaries or (iii) to permit invasive testing of any of the Company’s or its Subsidiaries’ real property. All requests for information made pursuant to this Section 7.1 7.4 shall amend or modify any representations or warranties made herein or the conditions be directed to the obligations Vice President — Mergers and Acquisitions of the respective parties to consummate the MergerCompany or such Person as may be designated by him. Parent and its subsidiaries In no event shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts be required to cause the Company Representatives supply to holdParent, in strict confidence all non-public documents and or Parent’s officers, employees, accountants, counsel or other representatives, any information furnished relating to Parent and Subsidiary indications of interest from, or to discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the Proxy Statement or as required under Section 6.2. In the case may beevent of a termination of this Agreement for any reason, Parent shall, in connection accordance with the transactions contemplated by this terms of the Confidentiality Agreement, except that (i) return or destroy, or cause to be returned or destroyed, all nonpublic information so obtained from the Company or any of its Subsidiaries and any copies made of such documents for Parent, Subsidiary and except to the Company may disclose extent that, in Parent’s reasonable judgment, retention of such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law to assert any of its rights under this Agreement or judicial to defend itself or administrative order to discloseSub against any liability asserted against them, in which case such information shall be returned or destroyed promptly following the resolution of such matter.
Appears in 1 contract
Access to Information. (a) The Subject to Section 6.3.2, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.1, the Company shall, and shall instruct each Company Subsidiary and each of its subsidiaries shall afford to Parent and Subsidiary and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, and agents and other representatives (the "collectively, “Company Representatives”) to: (a) provide to Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, debt financing sources, agents and other representatives (collectively, “Parent Representatives",” and, each, together with each of the Company Representatives, a “Representative”) reasonable access at reasonable times and upon reasonable prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Company or Company Subsidiary and to the books and records thereof and (b) furnish, or cause to be furnished, (i) such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent, Merger Sub or the Parent Representatives may reasonably request and its subsidiaries shall afford (ii) to Parent, with respect to each fiscal month ending after the date of this Agreement, unaudited monthly consolidated balance sheets of the Company and its accountants, counsel, financial advisors Subsidiaries for each fiscal month then ended and other representatives related consolidated statements of earnings and cash flows (which the "Company Representatives") full access during normal business hours throughout shall furnish to Parent substantially contemporaneously with the period prior time such information is furnished on a monthly basis to the Effective Time Company Board in the ordinary course of business). Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to all provide access to or disclose information where such access or disclosure would (a) interfere in any significant manner with the operation or business of their respective propertiesthe Company or any Company Subsidiary, books(b) jeopardize the attorney-client privilege of the Company or any Company Subsidiary or (c) contravene any Law, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly binding Contract to one another (i) a copy of each report, schedule and other document filed which the Company or received by any of them pursuant Company Subsidiary is party or any privacy policy applicable to the requirements of federal Company’s or state securities laws or filed by any of them with Company Subsidiary’s customer information, it being acknowledged that the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts (which, for the avoidance of doubt, shall not require obtaining the consent, approval or authorization of any Third Party or Governmental Entity) to cause the Parent Representatives such information to holdbe provided in a manner that does not so interfere, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary jeopardize or to the Company, contravene as the case may be, in connection with the transactions contemplated by this Agreementclauses (a), except that (ib) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (iic) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseabove.
Appears in 1 contract
Access to Information. (a) The From the Effective Date, through and including the Closing Date, upon reasonable notice, the Company will (and its subsidiaries shall afford to Parent the Members will cause the Company to) (i) give Buyer and Subsidiary Buyer’s lenders and their respective accountantsauthorized representatives reasonable access to all of the Company’s personnel, counselbooks, financial advisors records, offices and other representatives facilities and properties, as well as to the Company’s tax and accounting advisors, (the "Parent Representatives"ii) and Parent permit Buyer and its subsidiaries shall afford lenders and their respective representatives to make such inspections of the foregoing as they may reasonably request and (iii) cause their respective officers to furnish Buyer and its lenders and their respective representatives with such financial and operating data and other information with regard to the Company Company’s business, operations and its accountantsproperties as they may from time to time reasonably request. Any such access will be provided, counseland all such inspections will be conducted, financial advisors at reasonable times and other representatives (in such a manner as not to interfere unreasonably with the "Company Representatives") full access during normal business hours throughout operation of the period Company’s business. All such information xxxx be kept confidential by Buyer and not disclosed to any third party; prior to the Effective Time Closing, except that Buyer may disclose such information to all of their respective propertiesits directors, booksofficers, contractsemployees, commitments affiliates and records (including, but not limited to, Tax Returns) and, advisors as reasonably required. Also during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and the Members shall provide such reasonable and customary assistance as Buyer and its subsidiaries shall hold tenders and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case respective representatives may be, reasonably request in connection with Buyer’s effort to arrange for and secure financing for the transactions contemplated by this Agreement, except that (i) Parentincluding, Subsidiary and without limitation, facilitating customary lender due diligence, arranging for senior officers of the Company may disclose to meet with prospective lenders, negotiating with and obtaining from the Company’s landlords and lessors such information landlord estoppel certificates, waivers and other consents as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required requested by law or judicial or administrative order to discloseBuyer’s lenders.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Telava Networks Inc)
Access to Information. (a) The Upon reasonable notice and during normal business hours, the Company shall, and shall cause its subsidiaries shall to, afford to Parent and Subsidiary and their respective the officers, directors, employees, accountants, counsel, investment bankers, financial advisors and other representatives (the collectively, "Parent Representatives") and of Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time of the First Merger, to all of their respective its properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) andin a manner that will not disrupt the operations of the Company or its relationship with its customers, during suppliers or employees. During such period, the Company shall, and shall cause its subsidiaries to, furnish promptly to one another Parent (i) a copy of each report, schedule and other document filed or received by it or any of them its subsidiaries pursuant to the requirements of federal or state securities laws or filed by with or sent to the SEC, the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC"), and any material reports, schedules or other documents filed with or sent to the California Public Utilities Commission, the Arizona Corporations Commission, the Public Utilities Commission of them with Nevada, the SEC FERC and any other federal or which may have a material effect on their respective businessesstate regulatory agency or commission, properties or personnel and (ii) all information concerning themselves, their subsidiaries, directors, officers and shareholders and such other information concerning their respective businessesmatters as may be reasonably requested by Parent in connection with any filings, operations, properties, assets, condition (financial applications or other), results of operations and personnel as approvals required or contemplated by this Agreement. Any such investigation by Parent or Subsidiary or will not affect the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions contained in this Agreement. Parent shall furnish promptly to the obligations Company all information concerning it, its subsidiaries, directors, officers and shareholders and such other matters as may be reasonably requested by the Company in connection with any filings, applications or approvals required or contemplated by this Agreement. Parent shall from time to time at the request of the respective parties to consummate Company discuss its financing arrangements for the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and Mergers with the Company and shall furnish promptly to the Company such information concerning its financial condition, together with the final drafts of its financing arrangements for the Mergers. Each party shall, and shall cause its subsidiaries shall and Representatives to, hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information Evaluation Material (as defined in the Letter Agreement) concerning the other parties furnished to Parent and Subsidiary or to the Company, as the case may be, it in connection with the transactions contemplated by this Agreement in accordance with the Letter Agreement, except that (i) dated as of November 20, 1998, between the Company and Parent, Subsidiary and the Company may disclose such information as it may be necessary in connection with seeking amended from time to time (the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose"Letter Agreement").
Appears in 1 contract
Access to Information. (a) The Subject to applicable law, the Company shall afford, and cause its subsidiaries to afford, to Acquiror and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent “Acquiror Representatives"”) and Parent Acquiror and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "“Company Representatives"”) full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary Acquiror or the Company, as the case may be, shall reasonably request; provided that no . Any investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or be conducted in a manner which will not interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate business of the Mergerother party. Parent Acquiror and its subsidiaries (including Merger Sub) shall hold and shall use their reasonable best efforts to cause the Parent Acquiror Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary Acquiror or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Acquiror and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Acquiror Required Statutory Approvals and the Company Stockholders' Approval and Required Statutory Approvals, (ii) each of Parent, Subsidiary Acquiror and the Company may disclose any information that it is required by law or judicial or administrative order to disclose and (iii) Acquiror may disclose any such information that it is required by any stock exchange rule to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North American Scientific Inc)
Access to Information. (a) The Upon reasonable notice and subject to the terms of the Confidentiality Agreement, dated March 9, 2007, between the Company and Parent (as assignee of the rights of Madison Dearborn Partners, LLC), as the same may be amended, supplemented or modified (the “Confidentiality Agreement”), the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective to the officers, coworkers, accountants, counsel, financial advisors counsel and other representatives (the "of Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsreasonable access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective properties, books, contracts, commitments commitments, coworkers and records (includingincluding Tax records), but not limited to, Tax Returns) and, and during such period, the Company shall furnish promptly (and shall cause each of its Subsidiaries to) make available to one another Parent (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of the federal or state securities laws or filed by the federal Tax laws and (b) all other information concerning its business, properties and coworkers as Parent may reasonably request; provided, however, that such access and information shall only be provided to the extent that such access or the provision of such information would not violate applicable law; and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (after consultation with its outside counsel) would result in the disclosure of any trade secrets of third Persons or violate any of them the Company’s obligations with respect to confidentiality if the SEC Company shall have used its reasonable efforts to obtain the consent of such third Person to such inspection or which may have a material effect on their respective businesses, properties disclosure or personnel and (ii) such other to disclose any attorney-client privileged information concerning their respective businesses, operations, properties, assets, condition (financial of the Company or other), results any of operations its Subsidiaries; and personnel as provided further that Parent may not engage in testing of any of the Company’s or Subsidiary or its Subsidiaries’ real property without the written consent of the Company, as the case may be, which consent shall reasonably request; provided that no investigation not be unreasonably withheld. All requests for information made pursuant to this Section 7.1 7.4 shall amend or modify any representations or warranties made herein or the conditions be directed to the obligations Vice President — Business Development of the respective parties to consummate the MergerCompany or such Person as may be designated by such officer. Parent and its subsidiaries In no event shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts be required to cause the Company Representatives supply to holdParent, in strict confidence all non-public documents and or Parent’s officers, coworkers, accountants, counsel or other representatives, any information furnished relating to Parent and Subsidiary indications of interest from, or to discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the Proxy Statement or as required by Section 6.2. In the case may beevent of a termination of this Agreement for any reason, Parent shall, in connection accordance with the transactions contemplated by this terms of the Confidentiality Agreement, except that (i) Parentreturn or destroy, Subsidiary and or cause to be returned or destroyed, all nonpublic information so obtained from the Company may disclose or any of its Subsidiaries and any copies made of such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of documents for Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Access to Information. (ai) The Subject to confidentiality obligations that may be applicable to information furnished to the Company or any of its Subsidiaries by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, and except for any information which in the opinion of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure, the Company will afford Parent and its subsidiaries shall afford to Parent and Subsidiary and their respective financial advisors, accountants, counsel, financial advisors counsel and other representatives (reasonable access during normal business hours, upon reasonable notice, in such manner as to not interfere with the "Parent Representatives") and Parent and its subsidiaries shall afford to normal operation of the Company and its accountantsSubsidiaries, counselto the properties, financial advisors books, records and other representatives (management personnel of the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time Closing to obtain all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businessesthe business, operationsincluding the status of business development efforts, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or of the Company, as the case Parent may be, shall reasonably request; provided provided, that no such access shall not include any invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company; provided, further that any such access shall be subject to and limited to the extent the Company reasonably determines in good faith, in light of the coronavirus (COVID-19) pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Entity), that such access would jeopardize the health and safety of any employee of the Company or any of its Subsidiaries. The Parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. No information or knowledge obtained by Parent in any investigation pursuant to this Section 7.1 shall amend 4.2(b)(i) will affect or be deemed to modify any representations representation or warranties made warranty contained herein or the conditions to the obligations of the respective parties Parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Newtown Lane Marketing Inc)
Access to Information. From the date hereof until the Effective Time (a) The or termination of this Agreement), the Company and shall give Parent, its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, auditors and other representatives (authorized Representatives full access at reasonable times to the "Parent Representatives") offices, properties, permits, files, books and Parent and its subsidiaries shall afford to records of the Company and its accountantsSubsidiaries, will furnish to Parent, its counsel, financial advisors advisors, auditors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments authorized Representatives such financial and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule operating data and other document filed information as such Persons may reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or assessments (which may have a material effect on their respective businesses, properties or personnel include visual and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or otherphysical inspections and testing), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend affect any representation or modify warranty given by the Company to Parent hereunder and nothing herein shall require the Company or any representations of its Subsidiaries to disclose any information that would cause a violation of law or warranties made herein or the conditions to the obligations any confidentiality agreement in effect as of the respective parties to consummate the Mergerdate of this Agreement. All nonpublic information provided to, or obtained by, Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated hereby shall be "Confidential Information" for purposes of the confidentiality agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, except that (i) Parentnothing shall prohibit Parent or Merger Subsidiary from including, Subsidiary and after prior consultation with the Company may disclose such information as may be necessary or its Representatives, in connection with seeking the Parent Required Statutory ApprovalsSchedule TO, the Company Required Statutory Approvals and Offer to Purchase, the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and other Offer Documents or the Company may disclose Proxy Statement any information that it is required by law to be disclosed therein in connection with the purchase of Shares or judicial or administrative order to disclosethe solicitation of proxies in connection with the Offer and the Merger, respectively.
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Prima Energy Corp)
Access to Information. (a) The During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, (i) the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full Representatives reasonable access during normal business hours throughout to (A) the period prior to the Effective Time to all of their respective properties, personnel, books, contracts, commitments Contracts and records of the Company and each of its Subsidiaries and (including, but not limited to, Tax ReturnsB) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and all other document filed or received by any of them pursuant to information concerning the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesbusiness, properties or and personnel of the Company and each of its Subsidiaries as Parent may reasonably request and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, Company shall reasonably request; provided that no investigation pursuant provide to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold Representatives correct and shall use their reasonable best efforts complete copies of the Company’s and each of its Subsidiaries’ (A) internal financial statements, (B) Tax Returns, Tax elections and all other records and work papers relating to cause Taxes, (C) a schedule of any deferred intercompany gain or loss with respect to transactions to which the Parent Representatives to holdCompany or any Subsidiary of the Company has been a party, and (D) receipts received for any Taxes paid to foreign Tax authorities in the Company’s possession; provided, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (1) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (2) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (4) access would, in light of COVID-19, jeopardize the health and safety of any officer or employee of the Company; or (5) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its subsidiaries shall hold Affiliates, on the one hand, and shall use their reasonable best efforts to cause Parent and its Affiliates, on the other hand; provided, further, that the Company Representatives to hold, in strict confidence all non-public documents and information furnished shall give notice to Parent and Subsidiary or to of the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information fact that it is required by law withholding such information or judicial documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or administrative order to discloseas much of it as possible) in a manner that would not violate any of clauses (1) through (5).
Appears in 1 contract
Access to Information. (a) The Subject to SECTION 5.4(a), the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors counsel and other representatives representatives, reasonable access (the "Company Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Effective Time to to, (i) all of their respective the properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold Subsidiaries, including all Company Intellectual Property (including access to design processes and shall use their reasonable best efforts methodologies) and all capitalization and equity compensation information that is necessary for Parent to cause promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) "Share-Based Payments" promulgated by the Financial Accounting Standards Board in the form it is currently possessed by the Company Representatives or its accountants, (ii) all other information concerning the business, properties and personnel (subject to holdrestrictions imposed by applicable law) of the Company and its Subsidiaries as Parent may reasonably request and (iii) all Employees of the Company and its Subsidiaries as reasonably requested by Parent; provided, however, that such access noted in (i), (ii) and (iii) shall be provided only to the extent such access, (x) does not unreasonably interfere with the business operations of the Company or its Subsidiaries, (y) does not in the opinion of legal counsel to the Company result in waiver of or otherwise prejudice the attorney client privilege, or (z) violates any Legal Requirement, provided, further, in strict confidence all non-public documents and the event of any litigation or threatened litigation between the parties on the terms of this Agreement or the transactions contemplated hereby access to information furnished that may be adverse to the interests of the Company or its Subsidiaries will not be provided. The Company agrees to promptly provide to Parent and Subsidiary or to the Companyits accountants, as the case may be, in connection with the transactions contemplated by this Agreement, except that counsel and other representatives copies of such internal financial statements (iincluding Tax Returns and supporting documentation) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosereasonably requested.
Appears in 1 contract
Access to Information. From and after the Closing, the Buyer shall (a) The and shall cause the Company and each of its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors Subsidiaries and other Affiliates to), during normal business hours and upon reasonable notice, make available and provide the Seller and its respective representatives (including, without limitation, counsel and independent auditors) with access to the "Parent Representatives"facilities and properties of the Company and each of its Subsidiaries and to all information, files, documents and records (written and computer) and Parent and its subsidiaries shall afford relating to the Company and its accountants, counsel, financial advisors Subsidiaries or any of their businesses or operations for any and other representatives (the "Company Representatives") full access during normal business hours throughout the period all periods prior to and including the Effective Time Closing Date that they may require with respect to all of their respective properties, books, contracts, commitments and records any reasonable business purpose (including, but not limited towithout limitation, Tax Returnsany tax matter) andor in connection with any claim, during such perioddispute, action, cause of action, investigation or proceeding of any kind by or against any Person, and shall furnish promptly to one another (i) a copy and shall cause the Company and each of each report, schedule its Subsidiaries and other document filed Affiliates) cooperate fully with the Seller and its respective representatives (including counsel and independent auditors) in connection with the foregoing, at the sole cost and expense of the Seller, including, without limitation, by making tax, accounting and financial personnel and other appropriate employees and officers of the Company and each of its Subsidiaries available to the Seller and its respective representatives (including counsel and independent auditors), with regard to any reasonable business purpose. Notwithstanding the foregoing, the Buyer shall not be required to (and shall not be required to cause the Company and each of its Subsidiaries and other Affiliates to) grant access or received furnish information to the Seller and its representatives to the extent that such access or disclosure would violate or prejudice the rights of its customers, would jeopardize an attorney/client or attorney work product privilege, or is prohibited by law or an existing contract or agreement. The Seller shall not have access to personnel records of the Company or any of them pursuant its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in the requirements Buyer’s good faith opinion is sensitive or the disclosure of federal which could subject the Company or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results its Subsidiaries to risk of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably requestliability; provided that no investigation the Seller shall not be prohibited from accessing such information pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or a valid court order. In addition, the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and Seller shall use their its reasonable best efforts to cause its auditors, at Buyer’s expense, to furnish the Parent Representatives to hold, Buyer and the Company and its subsidiaries shall hold their financing sources all financial statements, pro forma financial statements and shall use their reasonable best efforts to cause other financial data and financial information of the Company Representatives and its Subsidiaries, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and other documents required to holdsatisfy any customary negative assurance opinion, in strict confidence all non-public documents to consummate a financing, together with customary consents and information furnished to Parent and Subsidiary or to comfort letters by auditors of the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Zayo Group LLC)
Access to Information. (a) The During the period commencing on the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, (i) the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counselinvestment bankers, financial advisors counsel and other representatives (the "Company Representatives") full representatives, and Parent’s financing sources, reasonable access during normal business hours throughout the period prior to the Effective Time extent reasonably available to (A) all of their respective the Company’s and each Subsidiary’s properties, books, contractsContracts and records, commitments and records (includingB) all other information concerning the business, but not limited toresults of operations, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesproduct development efforts, properties (tangible and intangible, including Intellectual Property) and personnel of the Company or personnel any Subsidiary as Parent may reasonably request, and (ii) such other information concerning their respective businessesthe Company shall, operationspromptly upon request, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant provide to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold accountants, investment bankers, counsel and shall use their reasonable best efforts other representatives, and Parent’s financing sources, true, correct and complete copies of the Company’s and each Subsidiary’s (A) internal financial statements and documentation regarding internal controls, (B) Tax Returns, Tax elections and all other records and workpapers relating to cause Taxes, (C) a schedule of any deferred intercompany gain with respect to transactions to which the Parent Representatives Company or any Subsidiary has been a party, and (D) receipts for any Taxes paid to holdforeign Tax Authorities, provided, however, that the Company may restrict the foregoing access to the extent that any Legal Requirement applicable to the Company or a Subsidiary requires that such party restrict or prohibit access to any such properties or information and the Company and its subsidiaries shall hold and shall use their reasonable best efforts not be required to cause the Company Representatives permit access, or to hold, in strict confidence all non-public documents and information furnished deliver or make available to Parent and Subsidiary any information that would result in the disclosure of information protected by the attorney-client privilege or the attorney work product doctrine (provided that, with respect to the Companyinformation that does not pertain or relate to Parent, as the case may beSub, in connection with this Agreement or the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may shall enter into any customary joint defense or similar agreements with respect thereto and upon entering into such agreements, the Company shall be required to disclose such information as may be necessary in connection with seeking that was previously protected by the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law attorney-client privilege or judicial or administrative order to discloseattorney work product doctrine).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Insight Corp)
Access to Information. (a) The Company and its subsidiaries Subject to applicable law, Telemate shall afford to Parent and Subsidiary and their its respective accountants, counsel, financial advisors and other representatives (the "Parent RepresentativesPARENT REPRESENTATIVES") and Parent and its subsidiaries Subsidiaries shall afford to the Company Telemate and its accountants, counsel, financial advisors and other representatives (the "Company RepresentativesTELEMATE REPRESENTATIVES") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returnsincluding tax returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel in connection with the Transactions and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, either Company shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 6.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries Telemate shall hold and shall use their reasonable best efforts to cause the Parent Telemate Representatives to hold, and the Company Parent and its subsidiaries Subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Parent Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary or to the each Company, as the case may be, in connection with the transactions Transactions contemplated by this Agreement, except that (i) Parent, Subsidiary Telemate and the Company Parent may disclose such information as may be necessary in connection with seeking the Parent Telemate Required Statutory Approvals, the Company Telemate Shareholders' Approval, Parent Required Statutory Approvals and the Company StockholdersParent Shareholders' Approval Approval, and (ii) each of Parent, Subsidiary Telemate and the Company Parent may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Telemate Net Software Inc)
Access to Information. (a) The Company shall, and shall cause each of its subsidiaries shall subsidiaries, officers, employees, counsel, financial advisors and other representatives to, afford to Parent Parent, and Subsidiary and their respective to Parent's accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsrepresentatives, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior from the date hereof to the Effective Time of the Merger to all of their the Company's and its subsidiaries' respective officers, employees, representatives, properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, the Company shall, and shall cause each of its subsidiaries, officers, employees, counsel, financial advisors and other representatives to, furnish promptly to one another Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal Federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such all other information concerning their respective businesses, operationsits business, properties, assetsfinancial condition, condition (financial or other), results of operations and personnel as such party may from time to time reasonably request. The Company agrees to advise Parent or Subsidiary or of all material developments with respect to the Company, as its subsidiaries and their respective assets and liabilities from the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions date hereof to the obligations Effective Time of the respective parties to consummate the Merger. (b) Parent agrees to advise the Company of all material developments with respect to Parent, its assets and liabilities during the period from the date hereof to the Effective Time of the Merger. (c) Except as required by law, each of the Company and Parent shall hold, and cause its respective directors, officers, employees, accountants, counsel, financial advisors and representatives and affiliates to hold, any nonpublic information in confidence. Any investigation by any party of the assets and business of the other party and its subsidiaries shall hold not affect any representations and shall use their reasonable best efforts warranties hereunder. A-21 27 (d) The Company agrees to cause permit members of Parent's audit team to review and examine the Parent Representatives work papers of Arthxx Xxxexxxx XXX with respect to hold, and the Company and its subsidiaries subsidiaries. (e) The Company shall hold and shall use their reasonable best efforts to cause also promptly notify Parent of any notices from or investigations of which the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to is aware by Governmental Entities that could materially affect the Company, as 's business or assets. Parent will promptly notify the case may be, in connection with Company of any notices from or investigations by Governmental Entities that could materially affect the transactions contemplated by consummation of the Merger. In the event of the termination of this Agreement, except that each party promptly will deliver to the other party (iand destroy all electronic data reflecting the same) Parentall documents, Subsidiary work papers and the Company may disclose other material (and any reproductions or extracts thereof and any notes or summaries thereto) obtained by such information party or on its behalf from such other party or its subsidiaries as may be necessary a result of this Agreement or in connection with seeking therewith so obtained before or after the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.execution hereof. SECTION 5.5
Appears in 1 contract
Samples: Iv 6 Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
Access to Information. Upon reasonable notice, CGB and Enterbank shall (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and cause each of their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"Subsidiaries to) and Parent and its subsidiaries shall afford to the Company other and its accountantstheir representatives and advisors access, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Closing Date, to all of their respective the properties, books, contracts, commitments and records of CGB (including, but not limited to, Tax Returnsin the case of CGB) and of Enterbank (in the case of Enterbank) and, during such period, each of CGB and Enterbank shall furnish promptly (and shall cause each of their respective Subsidiaries to) make available to one another the other and their representatives and advisors (ia) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them pursuant to the requirements of federal CGB or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the CompanyEnterbank, as the case may be, shall reasonably request; provided that no investigation during such period pursuant to this Section 7.1 shall amend the requirements of Federal securities laws or modify any representations Federal or warranties made herein state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the conditions to the obligations business, properties and personnel of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary CGB or to the Companyof Enterbank, as the case may be, as such other party may reasonably request. Enterbank will hold any such information with respect to CGB and its Subsidiaries which is nonpublic in connection confidence to 58 the extent required by, and in accordance with, the provisions of the letter dated November 12, 1999, between CGB and Enterbank (the "Confidentiality Agreement"). CGB will hold all such information with respect to Enterbank and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the transactions contemplated by this extent required by, and in accordance with, the provisions of the Confidentiality Agreement, except that (i) Parentdeeming, Subsidiary and the Company may disclose for purpose of this sentence, such information to be subject to the provisions of the Confidentiality Agreement as may be necessary in connection with seeking if such provisions applied by their terms to such information of Enterbank and its Subsidiaries, as well as to such information of CGB and its Subsidiaries. No investigation by either Enterbank, on the Parent Required Statutory Approvalsone hand, or CGB, on the Company Required Statutory Approvals other hand, shall affect the representations and warranties of the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseother.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterbank Holdings Inc)
Access to Information. (a) The From the date hereof until the Closing, the Company shall (a) afford Holdings and its subsidiaries shall afford Representatives reasonable access (at reasonable times during normal business hours and upon reasonable advance notice and subject to Parent any restrictions contained in confidentiality agreements to which the Company is subject) to the Real Property, properties, assets, premises, books and Subsidiary and their respective accountantsrecords, counsel, financial advisors Contracts and other representatives (the "Parent Representatives") documents and Parent and its subsidiaries shall afford data related to the Company and its accountantsSubsidiaries, counselsubject to reasonable notice; and (b) furnish Holdings and its Representatives with such financial, financial advisors operating and other representatives data and information related to the Company and its Subsidiaries as Holdings or any of its Representatives may reasonably request. From the Closing until the Unwind Option Expiration Date, the Company shall (the "i) afford Company Representatives") full Parent and its Representatives reasonable access (at reasonable times during normal business hours throughout and upon reasonable advance notice and subject to any restrictions contained in confidentiality agreements to which the period prior Company is subject) to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsReal Property, properties, assets, condition (financial or other)premises, results of operations books and personnel as Parent or Subsidiary or the Companyrecords, as the case may be, shall reasonably request; provided that no investigation pursuant Contracts and other documents and data related to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their Subsidiaries, subject to reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval notice; and (ii) each of Parentfurnish Company Parent and its Representatives with such financial, Subsidiary operating and other data and information related to the Company and its Subsidiaries as Company Parent or any of its Representatives may reasonably request. With respect to any access under this Section 5.2(a), (A) such access shall not unreasonably disrupt the operations of the Company; and (B) the Company shall not be required to provide access to or to disclose information if the Company reasonably believes that such access or disclosure could (x) violate any applicable Law (including antitrust laws or data protection laws, rules or regulations), the terms of any Contract, or any fiduciary duty or duty of confidentiality owed to any Person (whether such duty arises contractually, statutorily or otherwise), or (y) jeopardize the privilege of the Company with respect to attorney-client communications or attorney work product, or (z) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated. No investigation by Holdings or other information that it is required received by law Holdings shall operate as a waiver or judicial otherwise affect any representation, warranty or administrative order to discloseagreement given or made by the Company in this Agreement. No investigation by Company Parent or other information received by Company Parent shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company or Holdings in this Agreement.
Appears in 1 contract
Access to Information. (a) The Company shall, and its subsidiaries shall cause each of the License Subsidiaries and the Excluded Entities (in the case of the Excluded Entities, solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) to, afford to the Parent and Subsidiary the Acquiror and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsrepresentatives, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout from the period prior to date hereof until the Effective Time Closing to all of their respective the properties, books, contracts, commitments commitments, personnel, reports and records of or relating to the Company, any of the License Subsidiaries or any of the Excluded Entities (includingin the case of the Excluded Entities, but not limited solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) and during such period the Company shall, and shall cause each of the License Subsidiaries and the Excluded Entities (in the case of the Excluded Entities, solely with respect to information related to Taxes and network operations on spectrum encompassed within the FCC Licenses) to, Tax Returns) and, during such period, shall furnish promptly to one another the Parent and the Acquiror, and to any other person that the Parent and the Acquiror may reasonably request (ia) a copy of each report, schedule schedule, disclosure statement and other document that relates in whole or in part to this Agreement, the FCC Licenses or the Acquiror or the Parent filed by it during such period in the Bankruptcy Case, (b) such operating reports, financial reporting packages and other operational and/or financial information sent to management or received the Board of Directors or to the banks with whom the Company and the License Subsidiaries maintain credit facilities or lines of credit or to the Creditors’ Committee and (c) all other information concerning its business, properties and personnel as the Acquiror may reasonably request; provided, however, that nothing in this Section 5.2 or otherwise shall require the Company to furnish to the Acquiror or Parent (i) any materials prepared by the Company’s financial advisors or legal advisors with respect to an Alternative Proposal (as defined herein), (ii) access or information in violation of applicable Law or (iii) access or information relating to (A) any of the Excluded Entities to the extent that such information is not related to Taxes and does not relate to the FCC Licenses (including for these purposes network operations on spectrum encompassed within the FCC Licenses), this Agreement or the Transaction Documents or (B) to the extent that such information is not related to Taxes, the assets and liabilities of the Company or any of the License Subsidiaries to be assigned to or assumed by any of them the Excluded Entities pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseBankruptcy Plan.
Appears in 1 contract
Access to Information. (a) The Upon reasonable notice and subject to applicable laws, the Company shall, and shall cause each of its subsidiaries shall Subsidiaries to, afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountantsof Purchaser, counselaccess, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments personnel, information technology systems and records (includingrecords, but not limited toand shall cooperate with Purchaser in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, Tax Returns) and, during such period, the Company shall, and shall furnish promptly cause its Subsidiaries to, make available to one another Purchaser (i) a copy of each report, schedule schedule, registration statement and other document filed or received by any of them it during such period pursuant to the requirements of federal or state securities laws or filed by any of them with federal or state banking laws (other than reports or documents that the SEC or which may have a material effect on their respective businesses, properties or personnel Company is not permitted to disclose under applicable law) and (ii) such all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent Purchaser may reasonably request. Upon reasonable notice and subject to applicable laws, Purchaser shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of the Company, access, in each case solely for the purposes of verifying the representations and warranties of Purchaser in Article IV, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnel, information technology systems and records. Neither Purchaser nor the Company nor any of their respective Subsidiaries shall be required to provide access to or Subsidiary to disclose information where such access or disclosure would violate or prejudice the rights of Purchaser's or the Company's, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend customers, jeopardize the attorney-client privilege of the institution in possession or modify any representations or warranties made herein or the conditions control of such information (after giving due consideration to the obligations existence of any common interest, joint defense or similar agreement between the respective parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties to consummate the Merger. Parent and its subsidiaries shall hold and shall hereto will use their reasonable best efforts to cause cooperate and make appropriate substitute disclosure arrangements under circumstances in which the Parent Representatives to hold, and restrictions of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclosepreceding sentence apply.
Appears in 1 contract
Access to Information. (a) The From and after the date of this Agreement, the Company and its subsidiaries shall afford to will (i) give Parent and Subsidiary Merger Sub and their respective accountantsRepresentatives reasonable access (during regular business hours upon reasonable notice) to all employees, counselplants, financial advisors offices, warehouses and other representatives (the "Parent Representatives") facilities and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (includingincluding Tax returns) of the Company and its Subsidiaries and cause the Company’s and its Subsidiaries’ respective Representatives to provide access to their work papers and such other information as Parent or Merger Sub may reasonably request, but not limited to(ii) at the request of Parent, Tax Returnsconsult with Parent and Merger Sub concerning, and keep Parent and Merger Sub reasonably apprised on a timely basis of the status of, any negotiations, material discussions and proposed resolutions or settlements (x) andwith any Governmental Entity with respect to any material environmental matter or (y) with the representatives of collectively bargained employees of the Company or any of its Subsidiaries, during and in each case will consider in good faith suggestions made by Parent or Merger Sub concerning any of the foregoing, (iii) permit Parent and Merger Sub to make such periodreasonable inspections as they may require, shall (iv) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may from time to time reasonably request and (v) furnish promptly to one another (i) Parent and Merger Sub a copy of each report, schedule and other document filed or received by the Company or any of them its Subsidiaries during such period pursuant to the requirements of the federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseLaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aleris International, Inc.)
Access to Information. (a) The Subject to Section 6.05(b), from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.01, the Company shall, and shall cause each of its subsidiaries shall afford Subsidiaries and each of its and their Representatives to: (i) provide to Parent and Parent, Merger Subsidiary and each of their respective accountants, counsel, financial advisors Representatives reasonable access at reasonable times and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford upon reasonable prior notice to the Company and its accountantsSubsidiaries, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective propertiesofficers, booksemployees, contractsagents, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsContracts, properties, assets, condition offices and other facilities of the Company and its Subsidiaries and to the books and records thereof and (financial ii) furnish, or other)cause to be furnished, results (A) such reasonably available information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of operations or information concerning the Company and personnel its Subsidiaries as Parent or Parent, Merger Subsidiary or any of their respective Representatives may reasonably request and (B) to Parent, with respect to each fiscal month ending after the Companydate of this Agreement, as unaudited monthly consolidated balance sheets of the case may beCompany and its Subsidiaries for each fiscal month then ended and related consolidated statements of earnings and cash flows (which the Company shall furnish to Parent at substantially the same time such information is furnished on a monthly basis to the Board of Directors of the Company or any committee thereof in the ordinary course of business consistent with past practice); provided, however, that the foregoing shall reasonably request; provided that no not require the Company to disclose any information to the extent such disclosure would contravene Applicable Law. No investigation made or information provided, made available or delivered to Parent, Merger Subsidiary or any of their respective Representatives pursuant to this Section 7.1 6.05 shall amend affect any of the representations, warranties, covenants, rights or modify any representations or warranties made herein remedies, or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvalsof, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseParties hereunder.
Appears in 1 contract
Access to Information. (a) The Subject to Section 6.3.2, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.1, the Company shall, shall cause its Subsidiaries to, and shall instruct each of its and its subsidiaries shall afford to Parent and Subsidiary and their respective Subsidiaries’ directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, and agents and other representatives (the "collectively, “Company Representatives”) to: (a) provide to Parent and Merger Sub and each of their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Parent Representatives",” and, each, together with each of the Company Representatives, a “Representative”) access at reasonable times, upon reasonable prior notice to the Company or to the Company Representatives, as applicable, to the properties, offices and Parent and its subsidiaries shall afford to other facilities of the Company and its accountants, counsel, financial advisors Subsidiaries and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments books and records (includingthereof, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (iib) furnish, or cause to be furnished, such other reasonably available information concerning their respective businesses, operationsthe business, properties, Contracts, assets, condition Liabilities, personnel and other aspects of the Company as Parent, Merger Sub or the Parent Representatives may reasonably request. Any such access and availability shall include access for Parent Representatives to conduct any environmental site assessments (financial including sampling) or other)inspection in respect of environmental matters at the Company Owned Properties and the Company Leased Premises, results physical inspections of operations the assets of the Company and personnel its Subsidiaries, and contact with the customers, vendors, suppliers and creditors of the Company and its Subsidiaries, in each case as Parent or Subsidiary or the Company, as the case Representatives may be, shall reasonably request; provided that no . No information or knowledge obtained in any investigation pursuant to this Section 7.1 6.3.1 shall amend affect or be deemed to modify any representations representation or warranties made herein warranty contained in this Agreement or the conditions to the obligations of the respective parties Parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause Notwithstanding the Parent Representatives to holdforegoing, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts not be required to cause provide access to or disclose information where such access or disclosure would contravene any Law, binding Contract to which the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary is party or any privacy policy applicable to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose’s customer information.
Appears in 1 contract
Access to Information. (a) The From the date hereof until the Effective Time, subject to Applicable Law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"i) and give Parent and its subsidiaries shall afford to the Company and its accountantsRepresentatives, counselupon reasonable notice, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operationsoffices, properties, assets, condition (financial or other), results of operations books and records and personnel (including employees and agents) of the Company and its Subsidiaries, (ii) promptly furnish to Parent and its Representatives such financial and operating data and other information (including, for the avoidance of doubt, the work papers of the Company’s auditors to the extent Parent has executed a release in a form reasonably satisfactory to the Company’s auditors) as such Persons may reasonably request and (iii) instruct its Representatives to cooperate reasonably with Parent in its investigation of the Company and its Subsidiaries (provided that the Company’s investment bankers, attorneys, accountants and other advisors will not be required to furnish to Parent or Subsidiary its Representatives any of their internal documents or the Company, as the case may be, shall reasonably requestmaterials); provided that, in each case, such access may be limited to the extent, that no such access would jeopardize the health and safety of any of its Representatives; provided, further, that the Company may, in its sole discretion, designate any competitively sensitive material as “Outside Counsel Only Material” such that such materials and the information contained therein shall be furnished only to the outside counsel of Parent and will not be disclosed to any other Persons unless express permission is obtained in advance from the Company or its legal counsel. The Company shall have the right to have its Representatives present in any investigation pursuant to this Section 7.1 Section 6.03, and such investigation shall amend be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing in this Section 6.03 shall require the Company to provide any access, or modify to disclose any representations (A) information if providing such access or warranties made herein disclosing such information would violate any Applicable Law (including Competition Laws and privacy laws), (B) communications between the Company and its investment bankers, attorneys, accountants and other advisors or the conditions (C) information protected by attorney-client privilege to the obligations extent such privilege cannot be protected by the Company through exercise of its reasonable best efforts; provided that, in the respective parties to consummate case of clauses (A) and (C), the Merger. Parent and its subsidiaries shall hold and Company shall use their reasonable best efforts to cause allow for such access or disclosure (or as much of it as possible) in a manner that would not violate any such Applicable Law or jeopardize the Parent Representatives to hold, and protection of the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonattorney-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseclient privilege.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PGT Innovations, Inc.)
Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory ApprovalsApprovals and Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waste Management Inc)
Access to Information. (a) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its ---------------------- subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access ----------------------- during normal business hours throughout the period after the date hereof and prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel personnel, and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), ) results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this AgreementAgreement in accordance with the terms of the Confidentiality and Exclusive Dealing Agreement dated May 3, except that (i) 1999 between Company and Parent, Subsidiary which is incorporated herein by reference and made a part hereof (the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose."Confidentiality Agreement"). -------------------------
Appears in 1 contract
Access to Information. (a) The Subject to applicable law, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel in connection with the transactions contemplated by this Agreement and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided provided, however, that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public nonpublic documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory ApprovalsApprovals and Parent Stockholders' Approval, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Waste Systems Inc)
Access to Information. From the Agreement Date until the earlier of Share Acceptance Time and the termination of this Agreement, the Company shall (aand shall cause its Subsidiary to) The Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountantsofficers, employees, counsel, financial advisors investment bankers, accountants and other authorized representatives (“Representatives”) of the "Parent Representatives") and Parent and its subsidiaries shall afford the Purchaser reasonable access, in a manner not materially disruptive to the operations of the business of the Company and its accountantsSubsidiary, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior and upon reasonable notice, to the Effective Time to all of their respective properties, books, contracts, commitments books and records (including, but not limited to, Tax Returns) of the Company and its Subsidiary and, during such period, shall, and shall cause its Subsidiary to, furnish promptly to one another such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiary in each case as may be reasonably requested and necessary to consummate the Transactions (i) a copy and not to conduct further due diligence or other investigation of each reportthe Company); provided, schedule and other document filed however, that nothing herein shall require the Company or received by its Subsidiary to disclose any of them pursuant information to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Purchaser if such disclosure would, in the reasonable judgment of the Company, as (a) violate applicable Law or the case may be, shall reasonably request; provisions of any agreement to which the Company or its Subsidiary is a party (provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and Company shall use their its reasonable best efforts to cause obtain waivers of any such restrictions) or (b) waive attorney-client privilege. Promptly after the Parent Representatives to holdAgreement Date, and to the extent the following are received by the Company and its subsidiaries shall hold and shall use their reasonable best efforts with regard to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parentthe Company shall provide to the Parent a copy of the Company financial advisor’s analysis and conclusions and a copy of the relevant portions of the Company financial advisor’s presentation to the Company Board related thereto. Any confidentially agreements by and between the Company and the Parent shall apply with respect to information furnished hereunder by the Company, its Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseCompany’s representatives.
Appears in 1 contract
Access to Information. (a) The Company shall (and shall cause each of its subsidiaries shall Subsidiaries to) afford to Parent and Subsidiary and their respective accountantsofficers, employees, counsel, financial advisors investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the "Parent Representatives") and Parent and its subsidiaries shall afford to operations of the business of the Company and its accountantsSubsidiaries, counsel, financial advisors and other representatives (the "Company Representatives") full access during normal business hours and upon reasonable notice throughout the period prior to the Effective Time Time, to all of their respective the properties, books, contracts, commitments books and records (including, but not limited to, Tax Returns) of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to such Representatives all information concerning the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businessesbusiness, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold Subsidiaries in each case as may reasonably be requested and shall use their reasonable best efforts necessary to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with consummate the transactions contemplated by this AgreementAgreement (and not to conduct further due diligence or other investigation of the Company); provided, except however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Sub if such disclosure would, in the reasonable judgment of the Company, (i) Parent, Subsidiary and cause significant competitive harm to the Company may disclose such information as may be necessary in connection with seeking or its Subsidiaries if the Parent Required Statutory Approvalstransactions contemplated by this Agreement are not consummated, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each violate applicable Law or the provisions of Parentany agreement to which the Company or any of its Subsidiaries is a party or (iii) jeopardize any attorney-client or other legal privilege; provided further, Subsidiary however, that nothing herein shall authorize Parent or its Representatives to undertake any further investigation of the Company, including environmental investigations or sampling at any of the properties owned, operated or leased by the Company or its Subsidiaries. Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement pursuant to this Agreement. The Confidentiality/Non-Disclosure Agreement, dated May 2, 2007 (the “Confidentiality Agreement”), between the Company and Parent shall apply with respect to information furnished by the Company, its Subsidiaries and the Company may disclose any information that it is required by law or judicial or administrative order to discloseCompany’s officers, employees, and other Representatives hereunder.
Appears in 1 contract
Access to Information. (ai) The Company Sellers and its subsidiaries their Subsidiaries shall afford to Parent and Subsidiary Purchasers and their respective accountants, counsel, financial advisors and other representatives (the "Parent RepresentativesPARENT REPRESENTATIVES") and Parent and its subsidiaries Subsidiaries shall afford to the Company Sellers and its their accountants, counsel, financial advisors and other representatives (the "Company RepresentativesSELLER REPRESENTATIVES") full access during normal business hours throughout the period prior to the Merger 1 Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (iA) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel in connection with the transactions contemplated by this Agreement and (iiB) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent a Purchaser or Subsidiary or the CompanySeller, as the case may be, shall reasonably request; provided PROVIDED, HOWEVER, that no investigation pursuant to this Section 7.1 8(a) shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the MergerMergers. Parent and its subsidiaries Subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company Sellers and its subsidiaries their Subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Seller Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary a Purchaser or to the CompanySeller, as the case may be, in connection with the transactions contemplated by this Agreement, except that (ix) Parent, Subsidiary and the Company a Purchaser or Seller may disclose such information as may be necessary in connection with seeking the Parent Purchasers Required Statutory Approvals, the Company Sellers Required Statutory Approvals and the Company Stockholders' Approval Requisite Stockholder Approvals and (iiy) each of Parent, Subsidiary and the Company a Purchaser or Seller may disclose any information that it is required by law or judicial or administrative order to disclose. (ii) In the event that this Agreement is terminated in accordance with its terms, each Party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 8(a) and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by a Purchaser or Seller based on the information in such material shall be destroyed (and Parent and the Sellers shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction.
Appears in 1 contract
Access to Information. (a) The Upon reasonable notice, and subject to applicable Law, the Company shall (and shall cause its Subsidiaries to) afford to Parent, its Affiliates and its subsidiaries shall afford to Parent officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives"advisors) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives Financing Parties (the "Company “Representatives"”) full reasonable access during normal business hours throughout hours, under supervision (which, at the Company’s discretion, may be direct supervision) of a designated employee or other Representative of the Company, and upon reasonable prior notice to the Company during the period prior to the Effective Time Time, to all of their respective its and its Subsidiaries’ properties, books, contractsContracts, commitments commitments, records, officers and records (including, but not limited to, Tax Returns) employees and, during such periodperiod as Parent may from time to time reasonably request, and during such period the Company shall (and shall cause its Subsidiaries to) furnish promptly to one another (i) a copy Parent all other information concerning it, its Subsidiaries and each of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or may reasonably request, including with respect to the Company’s compliance program; provided, however, that the Company may restrict the foregoing access and the disclosure of information to the extent that, in the good faith judgment of the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify (i) any representations or warranties made herein or the conditions Law applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties, (iv) disclosure of any such information or document could result in the respective parties to consummate loss of attorney-client privilege (provided, that the Merger. Parent and Company and/or its subsidiaries shall hold and counsel shall use their reasonable best efforts to cause enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the Parent Representatives to hold, and loss of attorney client privilege) or (v) such access would unreasonably disrupt the operations of the Company and or any of its subsidiaries shall hold and Subsidiaries; provided, however, that with respect to clauses (i) through (iv) of this Section 8.07(a), the Company shall use their its commercially reasonable best efforts to cause (A) obtain the Company Representatives required consent of such third party to hold, in strict confidence all non-public documents and provide such access or disclosure or (B) develop an alternative to providing such information furnished so as to address such matters that is reasonably acceptable to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Access to Information. (a) The During the period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors and other representatives (the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors counsel and other representatives (the "Company Representatives") full , reasonable access during normal business hours throughout the period prior to the Effective Time to (i) all of their respective the properties, books, contracts, commitments Contracts and records of the Company and each Subsidiary as Parent may reasonably request, including (includingA) internal financial statements and documentation regarding internal controls, but not limited to(B) Tax Returns, Tax Returns) andelections and all other records and workpapers relating to Taxes, during such period, shall furnish promptly to one another (iC) a copy schedule of any deferred intercompany gain with respect to transactions to which the Company or any Subsidiary has been a party, (D) receipts from any Taxes paid to foreign Tax Authorities, (E) a list of each reportPerson who the Company reasonably believes is, schedule and other document filed or received by any of them pursuant with respect to the requirements Company or any ERISA Affiliate, a “disqualified individual” (within the meaning of federal or state securities laws or filed by any Section 280G of them with the SEC or which may have a material effect on their respective businessesCode and the regulations promulgated thereunder) and (F) the Company’s 401(k) Plan, properties or personnel and (ii) such all other information concerning their respective businesses, operations, properties, assets, condition (financial or other)the business, results of operations operations, product development efforts, properties (tangible and intangible, including Intellectual Property) and personnel of the Company or any Subsidiary as Parent may reasonably request, provided, however, that Company may restrict the foregoing access (x) to the extent that any Legal Requirement applicable to Company or a Subsidiary requires that such party restrict or prohibit access to any such properties or information, or (y) to the Companyextent that the maintenance of any attorney-client privilege requires that such party restrict or prohibit access to any such properties or information; provided, as further, that with respect to any documents or other information subject to the case may beattorney-client privilege, the Company shall reasonably request; provided that no investigation pursuant cooperate with Parent to this Section 7.1 shall amend develop procedures (such as a common legal interest, joint defense or modify any representations or warranties made herein or the conditions similar agreement) to the obligations of the respective parties allow such documents and information to consummate the Merger. be shared with Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to holdwithout waiving such attorney-client privilege, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all nonif such procedures cannot be developed without waiving such attorney-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvalsclient privilege, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law shall specifically identify to Parent such documents or judicial or administrative order to discloseother information.
Appears in 1 contract
Access to Information. From the date hereof until the Closing, the Company shall (ai) The Company give Parent and its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, auditors and other authorized representatives (collectively, the "“Parent Representatives"”) and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout the period prior to the Effective Time to all of their respective offices, properties, books, contracts, commitments books and records (includingof the Company and the Subsidiaries, but not limited toincluding access to each Owned Real Property and Leased Real Property for purposes of conducting Phase I and Phase II environmental site assessments, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) furnish to Parent and the Parent Representatives such financial and operating data and other information concerning their respective businessesas such Persons may reasonably request and (iii) instruct its employees, operations, properties, assets, condition (counsel and financial or other), results advisors to cooperate with Parent in Parent’s investigation of operations the business of the Company and personnel as the Subsidiaries; provided that any information provided to Parent or Subsidiary or the Company, as Parent Representatives pursuant to this Section 8.03 shall be subject to the case may be, shall reasonably requestCompany Confidentiality Agreement; and provided further that no investigation pursuant to this Section 7.1 8.03 or otherwise in connection with this Agreement and the other Transaction Agreements shall amend affect any representation or modify warranty given by the Company or any representations or warranties made herein or Principal Stockholder hereunder. Any investigation pursuant to this Section 8.03 shall be conducted in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and business of the Company and its subsidiaries the Subsidiaries. Notwithstanding the foregoing, Parent shall hold and shall use their reasonable best efforts not have access to cause personnel records of the Company Representatives and the Subsidiaries relating to holdindividual performance or evaluation records, medical histories or other information which in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as ’s good faith opinion is sensitive or the case may be, in connection with the transactions contemplated by this Agreement, except that (i) Parent, Subsidiary and disclosure of which could subject the Company may disclose such information as may be necessary in connection with seeking or any Subsidiary to risk of liability. From the Parent Required Statutory Approvalsdate hereof until the Closing, the Company Required Statutory Approvals and each Principal Stockholder shall furnish and shall cause each Subsidiary to furnish to Parent copies of any notices, documents, requests, court papers or other materials received from any governmental agency or third party with respect to the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseTransactions.
Appears in 1 contract
Access to Information. (a) The From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, upon reasonable notice, the Seller shall cause each of its officers, employees, agents, representatives, accountants and counsel, and shall cause the Company and its subsidiaries shall the Subsidiaries and each of the Company’s and the Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Parent and Subsidiary and their respective the officers, employees, agents, accountants, counsel, financial advisors financing sources and other representatives (the "Parent Representatives") and of Parent and its subsidiaries shall afford the Purchaser reasonable access, during normal business hours, under reasonable circumstances and at mutually agreed locations, to the offices, properties, plants, other facilities, books and records of the Company and its each Subsidiary and to those officers, employees, agents, accountants and counsel of any of the Seller, the Company or the Subsidiaries who have knowledge relating to any of the Company or the Subsidiaries or their Business and (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of Parent and the Purchaser such additional financial advisors and operating data and other representatives information (to the "extent in the possession of the Seller or the Company Representatives"or a Subsidiary) full regarding the assets, properties, liabilities and goodwill of the Company, the Subsidiaries and their Business (or legible copies thereof) as Parent and the Purchaser may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access during normal business hours throughout or disclose any such information to the period Purchaser or Parent or any such other person if such disclosure would, in the reasonable judgment of the Seller based on advice of outside counsel, (A) jeopardize any attorney-client or other legal privilege or (B) create any undue risk of violating any applicable Law, including antitrust Laws. Notwithstanding the foregoing, the Seller shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements which would allow it to disclose to Parent and the Purchaser information of the types described in clauses (A) and (B) above without waiving any legal privilege or creating any undue risk of violating any applicable Law, as applicable. Without limitation of Section 5.01, for the avoidance of doubt, (x) nothing contained in this Agreement shall be construed to give to Parent or the Purchaser, directly or indirectly, any rights to control or direct the operations of the Company or any Subsidiary prior to the Effective Time Closing Date, and (y) prior to all the Closing Date, the Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the operations of the Company and the Subsidiaries. Parent and the Purchaser hereby agree that they are not authorized to and shall not (and shall not permit any of their Affiliates or any of their respective propertiesemployees, booksofficers, contractscounsel, commitments and records (includingaccountants, but not limited consultants, financing sources or other representatives or agents to) contact any competitor, Tax Returns) andsupplier, during such perioddistributor, shall furnish promptly to one another (i) a copy or customer of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant any Subsidiary or Nova NextGen Solutions with respect to this Section 7.1 shall amend Agreement or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated hereby prior to the Closing without the prior written consent of the Seller and, if the Seller so elects, only in the presence of an agent or representative specified by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseSeller.
Appears in 1 contract
Access to Information. (a) The Upon reasonable notice, each of the Company and Parent shall (and shall cause its subsidiaries shall subsidiaries, to the extent permitted by the organizational documents or other pertinent agreements of such entity, to) afford to Parent and Subsidiary and their respective the officers, employees, accountants, counsel, financial advisors and other representatives (of the "Parent Representatives") and Parent and its subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") full reasonable access during normal business hours throughout hours, during the period prior to the Effective Time Time, to all of their respective its properties, books, contracts, commitments and records (includingand its officers, but not limited to, Tax Returns) employees and representatives and, during such period, each of the Company and Parent shall (and shall cause its subsidiaries, to the extent permitted by the organizational documents or other pertinent agreements of such entity, to) furnish promptly to one another the other (ia) a copy of each report, schedule schedule, registration statement and other document filed filed, published, announced or received by any of them it during such period pursuant to the requirements of federal Federal or state securities laws laws, as applicable (other than reports or filed by any of them with the SEC or documents which may have a material effect on their respective businesses, properties or personnel such party is not permitted to disclose under applicable law) and (iib) such consistent with its legal obligations, all other information concerning their respective businessesits business, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent or Subsidiary the other party may reasonably request, including any information requested with respect to stockholder approval at either the Company Stockholders Meeting or the CompanyParent Shareholder Meeting and the status of efforts to obtain such approval; provided, as however, that either the case Company or Parent may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend or modify any representations or warranties made herein or restrict the conditions foregoing access to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement, except extent that (i) Parent, Subsidiary a Governmental Entity requires such party or its subsidiary to restrict access to any properties or information reasonably related to any such contract on the basis of applicable laws and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and regulations or (ii) each any law, treaty, rule or regulation of any Governmental Entity applicable to such party or its subsidiary requires such party or its subsidiary to restrict access to any properties or information. Such information shall be held in confidence to the extent required by, and in accordance with, the provisions of the mutual secrecy agreement (the "Mutual Secrecy Agreement") dated January 25, 1999, between the Company and Parent, Subsidiary which Mutual Secrecy Agreement shall remain in full force and the Company may disclose any information that it is required by law or judicial or administrative order to discloseeffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Therapeutic Antibodies Inc /De)
Access to Information. (a) The From the date of this Agreement until the earlier of the time of the Closing and the termination of this Agreement pursuant to Article X, upon reasonable notice, the Seller shall cause each of its officers, employees, agents, representatives, accountants and counsel, and shall cause the Company and its subsidiaries shall the Subsidiaries and each of the Company’s and the Subsidiaries’ officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Parent and Subsidiary and their respective the officers, employees, agents, accountants, counsel, financial advisors financing sources and other representatives (the "Parent Representatives") and of Parent and its subsidiaries shall afford the Purchaser reasonable access, during normal business hours, under reasonable circumstances and at mutually agreed locations, to the offices, properties, plants, other facilities, books and records of the Company and its each Subsidiary and to those officers, employees, agents, accountants and counsel of any of the Seller, the Company or the Subsidiaries who have knowledge relating to any of the Company or the Subsidiaries or their Business and (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of Parent and the Purchaser such additional financial advisors and operating data and other representatives information (to the "extent in the possession of the Seller or the Company Representatives"or a Subsidiary) full regarding the assets, properties, liabilities and goodwill of the Company, the Subsidiaries and their Business (or legible copies thereof) as Parent and the Purchaser may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access during normal business hours throughout or disclose any such information to the period Purchaser or Parent or any such other person if such disclosure would, in the reasonable judgment of the Seller based on advice of outside counsel, (A) jeopardize any attorney-client or other legal privilege or (B) create any undue risk of violating any applicable Law, including antitrust Laws. Notwithstanding the foregoing, the Seller shall use reasonable efforts to make reasonable and appropriate substitute disclosure 45 arrangements which would allow it to disclose to Parent and the Purchaser information of the types described in clauses (A) and (B) above without waiving any legal privilege or creating any undue risk of violating any applicable Law, as applicable. Without limitation of Section 5.01, for the avoidance of doubt, (x) nothing contained in this Agreement shall be construed to give to Parent or the Purchaser, directly or indirectly, any rights to control or direct the operations of the Company or any Subsidiary prior to the Effective Time Closing Date, and (y) prior to all the Closing Date, the Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the operations of the Company and the Subsidiaries. Parent and the Purchaser hereby agree that they are not authorized to and shall not (and shall not permit any of their Affiliates or any of their respective propertiesemployees, booksofficers, contractscounsel, commitments and records (includingaccountants, but not limited consultants, financing sources or other representatives or agents to) contact any competitor, Tax Returns) andsupplier, during such perioddistributor, shall furnish promptly to one another (i) a copy or customer of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant any Subsidiary or Nova NextGen Solutions with respect to this Section 7.1 shall amend Agreement or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated hereby prior to the Closing without the prior written consent of the Seller and, if the Seller so elects, only in the presence of an agent or representative specified by this Agreement, except that (i) Parent, Subsidiary and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to discloseSeller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Crown Castle International Corp)
Access to Information. (ai) The Company Sellers and its subsidiaries their Subsidiaries shall afford to Parent and Subsidiary Purchasers and their respective accountants, counsel, financial advisors and other representatives (the "Parent RepresentativesPARENT REPRESENTATIVES") and Parent and its subsidiaries Subsidiaries shall afford to the Company Sellers and its their accountants, counsel, financial advisors and other representatives (the "Company RepresentativesSELLER REPRESENTATIVES") full access during normal business hours throughout the period prior to the Merger 1 Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (iA) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or which may have a material effect on their respective businesses, properties or personnel in connection with the transactions contemplated by this Agreement and (iiB) such other information concerning their respective businesses, operations, properties, assets, condition (financial or other), results of operations properties and personnel as Parent a Purchaser or Subsidiary or the CompanySeller, as the case may be, shall reasonably request; provided PROVIDED, HOWEVER, that no investigation pursuant to this Section 7.1 8(a) shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the MergerMergers. Parent and its subsidiaries Subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company Sellers and its subsidiaries their Subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Seller Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary a Purchaser or to the CompanySeller, as the case may be, in connection with the transactions contemplated by this Agreement, except that (ix) Parent, Subsidiary and the Company a Purchaser or Seller may disclose such information as may be necessary in connection with seeking the Parent Purchasers Required Statutory Approvals, the Company Sellers Required Statutory Approvals and the Company Stockholders' Approval Requisite Stockholder Approvals and (iiy) each of Parent, Subsidiary and the Company a Purchaser or Seller may disclose any information that it is required by law or judicial or administrative order to disclose.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edisto Resources Corp)
Access to Information. From the date hereof until the Effective Time (a) The or termination of this Agreement), the Company and shall give Parent, its subsidiaries shall afford to Parent and Subsidiary and their respective accountants, counsel, financial advisors advisors, auditors and other representatives (authorized Representatives full access at reasonable times to the "Parent Representatives") offices, properties, permits, files, books and Parent and its subsidiaries shall afford to records of the Company and its accountantsSubsidiaries, will furnish to Parent, its counsel, financial advisors advisors, auditors and other representatives (the "Company Representatives") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments authorized Representatives such financial and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another (i) a copy of each report, schedule operating data and other document filed information as such Persons may reasonably request and will instruct the Company’s employees, counsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or received by any of them pursuant to the requirements of federal or state securities laws or filed by any of them with the SEC or assessments (which may have a material effect on their respective businesses, properties or personnel include visual and (ii) such other information concerning their respective businesses, operations, properties, assets, condition (financial or otherphysical inspections and testing), results of operations and personnel as Parent or Subsidiary or the Company, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section 7.1 shall amend affect any representation or modify warranty given by the Company to Parent hereunder and nothing herein shall require the Company or any representations of its Subsidiaries to disclose any information that would cause a violation of law or warranties made herein or the conditions to the obligations any confidentiality agreement in effect as of the respective parties to consummate the Mergerdate of this Agreement. All nonpublic information provided to, or obtained by, Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold, and the Company and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public documents and information furnished to Parent and Subsidiary or to the Company, as the case may be, in connection with the transactions contemplated hereby shall be “Confidential Information” for purposes of the confidentiality agreement previously executed by or on behalf of Parent and the Company (the “Confidentiality Agreement”); provided, however, that notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, except that (i) Parentnothing shall prohibit Parent or Merger Subsidiary from including, Subsidiary and after prior consultation with the Company may disclose such information as may be necessary or its Representatives, in connection with seeking the Parent Required Statutory ApprovalsSchedule TO, the Company Required Statutory Approvals and Offer to Purchase, the Company Stockholders' Approval and (ii) each of Parent, Subsidiary and other Offer Documents or the Company may disclose Proxy Statement any information that it is required by law to be disclosed therein in connection with the purchase of Shares or judicial or administrative order to disclosethe solicitation of proxies in connection with the Offer and the Merger, respectively.
Appears in 1 contract
