Common use of Clause 14 Clause in Contracts

Clause 14. 2.1 shall not prohibit disclosure or use of any information if and to the extent that: (i) the disclosure or use is required in order to allow any Party to comply with any legal or regulatory requirement (including under Article 7:116 CCA and any requests made by the FSMA in this respect) to make a public announcement or filing or to provide information to any Governmental Authority (including the FSMA and the SEC) or stock exchange (including Euronext Brussels and the NYSE), in which case such Party may disclose only that portion of information it is required to disclose, it being understood and agreed that the existence, subject and contents of this Agreement may be disclosed by a Party in its SEC filings and that this Agreement may be publicly filed in its entirety as an exhibit thereto, in each case at any time after the execution and delivery hereof; (ii) the disclosure or use is required for the purposes of any judicial or arbitration proceedings arising out of or in connection with this Agreement; (iii) the disclosure is made to professional advisers of any Party or to the W&I Insurer, on condition that such persons undertake or are bound by professional rules of conduct to comply with obligations substantially similar to the provisions of this Clause 14.2; (iv) the disclosure is made (a) in the context of the SGM in view of the Shareholder Approval Condition or (b) by the Seller in the context of the Takeover Bid, including as part of the prospectus, the tender offer statement on Schedule TO or any other offer documentation, as well as in any press releases to be issued by the Seller within the framework of the Takeover Bid proceedings; or (v) the information is or becomes publicly available (other than as a result of a breach of this Agreement).

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement