Confidentiality; Public Announcements Clause Samples
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Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms.
(b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts ...
Confidentiality; Public Announcements. No Institutional Holders, Management Holder or Additional Holder shall disclose or use in any manner whatsoever, in whole or in part, any information concerning the Company or any of its direct or indirect shareholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the JWC Holders) received on a confidential basis from the Company or any other Person under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Company or any other Person in connection with the purchase or ownership of any Stock Equivalent; provided, however, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by such Stockholder, information obtained from sources other than the Company or any of its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) or any of their respective agents or representatives (including without limitation attorneys, accountants, financial advisors, engineers and insurance brokers) or information that is or becomes in the public domain, nor shall it be construed to prevent such Stockholder from (i) making any disclosure of any information (A) if required to do so by any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any court or other governmental authority, in each case applicable to or binding upon such Stockholder, (B) to any governmental authority having or claiming authority to regulate or oversee any aspect of such Stockholder business or that of the corporate parent or affiliates of such Stockholder in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) making, on a confidential basis, such disclosures as such Stockholder deem necessary or appropriate to such Stockholder's legal counsel, accountants (including outside auditors), investors or general or managing partner; (iii) making such disclosures as such Stockholder reasonably deem necessary or appropriate to any Transferee and/or counsel to or other representatives of such bank or financi...
Confidentiality; Public Announcements. (a) Each Stockholder recognizes that successful consummation of the transactions contemplated by this Agreement (including the Offer and the Merger) may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, pending public disclosure thereof by Buyer, Merger Subsidiary and the Company, each Stockholder hereby agrees not to issue any press release or make any other public statement or disclose or discuss such matters with anyone not a party to this Agreement (other than such Stockholder's counsel and advisors, if any) without the prior written consent of Buyer and the Company, except for filings required pursuant to the Exchange Act and the rules and regulations thereunder or as required by law.
(b) Subject to clause (a) above, Buyer and Merger Subsidiary, on the one hand, and the Stockholder, on the other hand, will consult with each other before issuing, and provide each other with a reasonable opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement and the Merger Agreement, including the Offer and the Merger, and shall not issue, and Buyer shall ensure that none of its subsidiaries shall issue, any such press release or make any such public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system, in which case the party making such release will use reasonable efforts to obtain comments from the other party before issuance of such release or statement.
Confidentiality; Public Announcements. (a) At all times on and after the Agreement Date, neither Seller nor Seller Parent shall, and each of them shall cause its respective Representatives to not, make any statements to any third party with respect to this Agreement, the existence of this Agreement, or the Transactions, or disclose to any third party any confidential information of the Business, Seller or Buyer. The parties acknowledge that Seller Parent’s announcement of the Transactions to customers, suppliers, investors, employees, and otherwise (the “Transaction Announcement”) and the timing thereof has been agreed by the parties. Seller Parent will file a Form 8-K promptly after the date hereof, with solely the Transaction Announcement attached as an exhibit thereto (in the form attached hereto as Exhibit E, the “Transaction 8-K”). Other than the posting of the Transaction Announcement on Seller Parent’s website at the time mutually agreed upon by the parties (which shall not be distributed via any press release distribution service) and filing of the Transaction 8-K, no party shall make, or cause to be made, or permit any of its Affiliates to make, any press release or public announcement or other similar communications in respect of this Agreement, the Operative Documents or the Transactions without prior written consent of the other party (which consent may be withheld in such party’s sole discretion). This Section 4.4 shall not restrict disclosures by Seller or Seller Parent (a) to their legal and financial advisors (so long as the same are obligated to maintain the confidentiality of the information provided), or (b) to the Transferred Employees in connection with the Offer Letters and the NDAs.
(b) Notwithstanding Section 4.4(a), any of the Seller and Seller Parent may disclose any such information contemplated thereby as and to the extent required by Applicable Law or by the rules and regulations of a national securities exchange (on the advice of legal counsel), so long as such party shall (i) notify Buyer in writing of such information to be disclosed in advance of its disclosure to enable Buyer to seek a protective Order or other remedy, and (ii) cooperates in connection with ▇▇▇▇▇’s efforts to obtain an Order or other reliable assurance that confidential treatment shall be accorded to such of the disclosed information that Buyer so designates. For the avoidance of doubt, Seller Parent may file a redacted version of this Agreement as an exhibit to any quarterly or annual report...
Confidentiality; Public Announcements. (a) The Company, its Board of Directors and the Shareholders will hold in confidence all discussions and negotiations with Parent relating to the acquisition of the assets or any equity interest in the Company by Parent except for disclosure of such discussions and negotiations to its employees, legal counsel, accountants and other advisors necessary in connection with such acquisition and except for such disclosure as may be necessary pursuant to applicable securities laws or as may be required of, or advisable for, the Company's officers and directors to make in the exercise of their fiduciary duties, as advised by the Company's counsel. In addition, from the date of this Agreement until the Closing Date, the Company, the Shareholders and their respective representatives will hold in confidence and not use any information obtained from Parent that is not publicly available except for disclosures of such information to sources of financing necessary in connection with this Agreement, which disclosures shall only be made subject to a reasonable form of confidentiality agreement customary in the industry. In the event that this Agreement is terminated, all information obtained by the Company, the Shareholders and their respective Representatives from Parent that is not publicly available will be returned to Parent and will continue to be kept in confidence and not used by the Company, the Shareholders and their respective Representatives; and all information obtained by Parent and Merger Sub and their respective Representatives from the Company, and the Shareholders that is not publicly available will be returned to Company and the Shareholders, respectively, and will continue to be kept in confidence and not used by Parent and Merger Sub and their respective Representatives.
(b) (i) None of the Company or the Shareholders shall (and the Company shall not permit any of its Representatives to) issue any press release or make any public statement regarding this Agreement or the Merger, or regarding any of the other transactions contemplated by this Agreement, without Parent's prior written consent, and (ii) Parent will use reasonable efforts to consult with the Company prior to issuing any press release or making any public statement regarding the Merger.
Confidentiality; Public Announcements. (i) The Lenders shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature...
Confidentiality; Public Announcements. (a) Purchaser shall hold in confidence, and shall not disclose to any Person, unless and to the extent disclosure is required by judicial or administrative process or by other requirement of Law or the applicable requirements of any regulatory agency or relevant stock exchange, all non-public records, books, contracts, instruments, computer data and other data and information which is reasonably understood by Purchaser to be confidential (collectively, “Confidential Information”) concerning the Company and its Subsidiaries furnished to it by Company or its representatives pursuant to this Agreement (except (a) to the extent such Confidential Information was (i) previously known by Purchaser or any Affiliates on a non-confidential basis, (ii) in the public domain through no breach of Purchaser of any of the confidentiality obligations to the Company, (iii) later acquired by Purchaser or any Affiliate from other sources not known by Purchaser or such Affiliate to be subject to a duty of confidentiality with respect to such Confidential Information, and (b) Confidential Information may be disclosed by Purchaser to any Affiliates or Purchaser’s or any Affiliate’s respective representatives in connection with the management of the investment of Purchaser and any Affiliates in the Company; provided that Purchaser informs any such Person that such information is confidential. If disclosure is required by judicial or administrative process or by any other requirement of law, Purchaser shall provide the Company with prompt written notice to the extent permissible by law, together with a copy of any material proposed to be disclosed, so that the Company may (a) seek, at the Company’s expense, an appropriate protective order or other appropriate relief (and Purchaser and the Affiliate shall reasonably cooperate with the Company, at the Company’s expense, to obtain such order or relief), or (b) if the Company so elects, waive compliance with the provisions of this Section 8.2(a).
(b) No later than three (3) days after the Closing Date, at 9:00 a.m. (New York Time), to the extent not already publicly disclosed, the Company shall issue a publicly available press release or file with the SEC a Report on Form 6-K disclosing (i) the material terms of the transactions contemplated by the Transaction Documents and (ii) any other information (or an appropriate summary that, at a minimum, includes the material portions thereof), in each case that constitutes material non-publi...
Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Seller and Radiologix, on the one hand, and Buyer and Vanguard, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party.
(b) At all times before the Closing, Seller, on the one hand, and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s approval of the text of any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of legal counsel to such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.
Confidentiality; Public Announcements. 56 12.1 Confidentiality.......................................................... 56 12.2 Public Announcements..................................................... 56
Confidentiality; Public Announcements. Except as and to the extent required by law, no Party will disclose or use, and each Party will direct its representatives not to disclose or use, any information with respect to the transactions which are the subject of this Agreement, without the consent of the other Parties; provided, however, that the foregoing shall not restrict the Company from making any public disclosure it believes in good faith is required by applicable law, any listing or trading agreement, or FINRA or OTCBB rules.