Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Grail, Inc.), Stock Purchase Agreement (Grail, Inc.)
Confidentiality; Public Disclosure. (a) The parties hereto Company and Acquirer acknowledge that Purchaser and the Company they have previously executed a mutual nonMutual Non-disclosure agreementDisclosure Agreement, dated as of May 3October 19, 2017 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party the parties hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto Acquirer or the Company, as applicable, to any other Person without the prior written consent of the such party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a (i) each party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable to be in compliance with Applicable Law. The Equityholders’ Representative acknowledges , (ii) the Shareholders and agrees that after its Affiliates shall be permitted to make any disclosures respecting the Closing it shall continue Transactions to be their direct or indirect investors and equityholders and bona fide prospective investors and financing sources for bona fide fund raising or reporting purposes consistent with customary private equity practices so long as (A) such investors are bound by customary confidentiality arrangements covering the terms information that is disclosed and conditions (B) any such disclosures will not be inconsistent with any press release or public announcement approved in accordance with the foregoing sentence, and (iii) Acquirer shall be permitted to make any disclosures respecting the Transactions in connection with any public offerings of its securities, public company reporting obligations or otherwise required by any securities exchange or Applicable Law; provided, that certain Nondisclosure Agreementduring the Pre-Closing Period, dated as the Company shall have the right to review any such disclosure respecting the Transactions in advance of May 13, 2017, its disclosure and Acquirer shall consider in good faith any comments to such disclosure proposed by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.
Appears in 2 contracts
Samples: Share Purchase Agreement (Applovin Corp), Share Purchase Agreement (Applovin Corp)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Prior to Closing and except as set forth below, Seller and Purchaser covenant and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold agree not to communicate the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall or any party hereto (other than the Equityholders’ Representative) disclose any of the terms aspect of this Agreement (including and the economic terms) or any non-public information about a party hereto transactions contemplated hereby to any other Person person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Seller to Purchaser or by Purchaser to Seller, without the prior express written consent of the other party; provided, however, that either party hereto about may, without consent, disclose the terms hereof and the transactions contemplated hereby (a) to its respective advisors, consultants, officers, directors, principals, investors, attorneys, accountants and lenders (the “Transaction Parties”) without the express written consent of the other party, so long as any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Seller or Purchaser, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall disclose only that portion of the confidential documents or information which such non-public information relatesit is legally required to disclose. Notwithstanding anything The foregoing confidentiality obligations shall not apply to the contrary extent that any such information is a matter of public record or is provided in other sources readily available to the foregoingreal estate industry other than as a result of disclosure by Seller or Purchaser, a party hereto shall be permitted as applicable. Prior to disclose Closing, any and all terms release to its financial, tax and legal advisors (each the public of whom is subject information with respect to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to transactions contemplated under this Agreement shall remain undisclosed until such prospective investors become actual investors) be in form approved by both Purchaser and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable LawSeller, and their respective counsel. The Equityholders’ Representative acknowledges and agrees that after the Closing it This Section shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the terminate at Closing.
Appears in 2 contracts
Samples: Agreement of Purchase and Sale (Mack Cali Realty Corp), Agreement of Purchase and Sale (Mack Cali Realty Corp)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser 29.1 Except as set forth below, Transferor and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which shall continue in full force SLGOP covenant and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold agree not to communicate the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall or any party hereto (other than the Equityholders’ Representative) disclose any of the terms aspect of this Agreement (including and the economic terms) or any non-public information about a party hereto transactions contemplated hereby to any other Person person or entity and to hold, in the strictest confidence, the content of any and all information in respect of the Property which is supplied by Transferor to SLGOP or by SLGOP to Transferor, without the prior express written consent of the other party; provided, however, that either party hereto about which such non-public information relates. Notwithstanding anything to may, without consent, disclose the contrary in terms hereof and the foregoing, a party hereto shall be permitted to disclose any and all terms transactions contemplated hereby (a) to its financialrespective advisors, tax consultants, officers, directors, principals, investors, attorneys, accountants and legal advisors lenders (each the "Transaction Parties") without the express written consent of whom is subject to a similar obligation of confidentiality)the other party, to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least so long as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and any such Transaction Parties to whom disclosure is made shall also agree to keep all such information confidential in accordance with the identities terms hereof and (b) if disclosure is required by law or by regulatory or judicial process or pursuant to any regulations promulgated by either the Securities and Exchange Commission, the New York Stock Exchange or other public exchange for the sale and purchase of securities, provided that in such event Transferor or SLGOP, as applicable, shall notify the other party in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the parties confidential documents or information, as the case may be, including, without limitation, reasonably cooperating with the other party to this Agreement obtain an appropriate order or other reliable assurance that confidential treatment will be accorded such confidential documents or information, as the case may be, by such tribunal and shall remain undisclosed until such prospective investors become actual investors) and disclose only that portion of the confidential documents or information which it is legally required to any Governmental Entity or administrative agency disclose. The foregoing confidentiality obligations shall not apply to the extent necessary that any such information is a matter of public record or advisable is provided in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating other sources readily available to the Stock Purchase real estate industry other than as a result of disclosure by Transferor or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the ClosingSLGOP, as applicable.
Appears in 1 contract
Samples: Contribution and Purchase and Sale Agreement (Sl Green Realty Corp)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Parent and the Company have previously executed a mutual non-disclosure agreementthat certain Confidentiality Agreement dated January 19, dated as of May 32021, 2017 by and between the Company and Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence; provided that Parent may disclose this Agreement to the extent it deems necessary or appropriate in order to comply with any applicable law, rule or regulation, including the rules of the SEC and/or a national securities exchange. At no time shall any party the Company or its Representatives hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relatesParent. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms (i) to any Person, to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investorsiii) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Lawapplicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listed and (iv) in the case of Parent and Merger Sub, to the extent required by applicable Law (including securities laws, including without limitation the Securities Exchange Act of 1934) or the rules and regulations of the New York Stock Exchange or any other securities exchange on which Parent’s securities may then be listed. The EquityholdersStockholders’ Representative acknowledges and hereby agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a party thereto. Notwithstanding any restrictions contained herein or in the Confidentiality Agreement, dated (A) the Stockholders’ Representative shall be permitted to (i) after the public announcement of the Merger, if any, publicly announce that it has been engaged to serve as the Stockholders’ Representative in connection herewith as long as such announcement does not disclose any of May 13the other terms hereof; and (ii) disclose information as required by law or to employees, 2017advisors, by and between agents or consultants of the EquityholdersStockholders’ Representative and to the CompanyCompany Indemnitors, which in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto and (B) shall not be deemed bound by (i) Section 14 (Non-Solicitation) of the Confidentiality Agreement or (ii) Section 10 (Return of Information) for the duration of the Stockholders’ Representative’s engagement hereunder. With respect to cover all the Stockholders’ Representative, as used in the Confidentiality Agreement, the term “Confidential Information” shall also include information relating to the Stock Purchase Merger or this Agreement received by the EquityholdersStockholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Danimer Scientific, Inc.)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that that, it and its Representatives representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, Mergers in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement the Mergers (including including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other Person party (other than the Company Securityholders after the date hereof solely in connection with delivery of the Information Statement or the information statement provided in connection with the Section 280G stockholder approval pursuant to Section 5.12) without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax tax, and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency agency, including for the avoidance of doubt communications or filings with the SEC, to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative applicable Legal Requirements and the Companyrules of The NASDAQ Stock Market, which and (ii) the obligations not to disclose Confidential Information shall not apply to Confidential Information made available to the public without breach of this Agreement and, to the knowledge of the party seeking to rely on the exception in this clause (ii), without breach of any other Contract covering such Confidential Information. In addition, notwithstanding anything herein to the contrary, the Securityholders’ Agent shall be deemed permitted to cover all information relating disclose Confidential Information to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating Company Securityholders in connection with its responsibilities, provided that any such disclosures are made only on a need-to-know basis and subject to the period after the Closing and shall be enforceable by Purchaser after the Closingconfidentiality restrictions with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Rapid7, Inc.)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which Agreement shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates, except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Lawapplicable Legal Requirements and (ii) the Indemnifying Parties’ Agent shall be permitted to disclose such information to the Company Indemnifying Parties in connection with performing his duties hereunder. The EquityholdersIndemnifying Parties’ Representative acknowledges and Agent hereby agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure the Confidentiality Agreement to the same extent as though the Indemnifying Parties’ Agent were a party thereto. With respect to the Indemnifying Parties’ Agent, as used in the Confidentiality Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which term “Confidential Information” shall be deemed to cover all also include information relating to the Stock Purchase Merger or this Agreement received by the EquityholdersIndemnifying Parties’ Representative Agent after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Confidentiality Agreement is hereby incorporated herein and the Company have previously executed made a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which part hereof and shall continue in full force and effect in accordance with its terms. Each party hereto The Company agrees, and agrees to cause its Company Affiliates, employees and representatives (i) to maintain the confidentiality of all confidential, nonpublic information of the Purchaser, including any information, reports, records, files and books provided or made available to the Company pursuant to Section 3.2(c)(v) hereof, (ii) not to use such confidential, nonpublic information for any purpose other than for purposes of considering and approving the Equityholders’ Representative) agrees that it Acquisition by the Company Stockholders and its Representatives shall hold the terms of this AgreementCompany Board, and the fact of this Agreement’s existence(iii) not to disclose to any Person any confidential, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any nonpublic information of the terms of this Agreement (including Purchaser unless consented to in writing by the economic terms) Purchaser or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything unless disclosed to the contrary in Company’s legal, accounting or other advisors who need to know such information for purposes of advising the foregoing, a party hereto shall be permitted to disclose any Company and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue agree to be bound by the terms provisions of this Section 7.3(a) as if they were parties hereto; provided, however, that in the event the Company is required to disclose any such confidential information by applicable Law or Order, the Company shall be permitted to make such disclosure, but shall first provide the Purchaser with prompt written notice of such requirement prior to making any disclosure so that the Purchaser may seek a protective order or other appropriate remedy; provided, further, that the foregoing confidentiality obligations shall not apply to the extent any such information becomes publicly available or is disclosed by any means other than a breach by the Company of the obligations under this Section 7.3(a) or any other confidentiality or non-disclosure agreement between the Company and conditions the Purchaser. The Company shall obtain from any Company Stockholder requested to execute a Voting Agreement an acknowledgement in writing: (A) to maintain the confidentiality of that certain Nondisclosure all confidential, nonpublic information of the Purchaser disclosed to such Company Stockholder by the Company for the purpose of obtaining the execution of a Voting Agreement, dated as of May 13including any information, 2017reports, by records, files and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating books provided or made available to the Stock Purchase or this Agreement received Company pursuant to Section 3.2(c)(v) hereof, (B) not to use such confidential, nonpublic information for any purpose other than for purposes of considering and approving the Acquisition by the Equityholders’ Representative after Company Stockholder, and (C) not to disclose to any Person any such confidential, nonpublic information of the Closing Purchaser unless consented to in writing by the Purchaser or relating unless disclosed to the period after Company Stockholder’s legal, accounting or other advisors who need to know such information for purposes of advising the Closing Company Stockholder and shall agree to be enforceable bound by Purchaser after the Closingsame obligations of the Company Stockholder with respect to such confidential, nonpublic information of the Purchaser.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3June 17, 2017 2022 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable LawLaw and the rules of Nasdaq. The EquityholdersHolders’ Representative acknowledges and agrees that after the Closing it shall continue Agent herexx xxxees to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all hold information relating to the Stock Purchase or Merger, the terms of this Agreement received by Agreement, and the Equityholdersfact of this Agreement’s existence, in strict confidence. Notwithstanding anything herein to the contrary, following Closing, the Holders’ Representative Agent shall be permitted to: (i) after the Closing public announcement of the Merger, announce that it has been engaged to serve as the Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or relating to advisors and representatives of the Holders’ Agent and to the period after the Closing and shall be enforceable by Purchaser after the ClosingConverting Holders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Any public announcement, press release or similar publicity regarding this Agreement and the Company have previously executed a mutual non-transactions contemplated hereby, including the public disclosure agreementthereof, dated will be issued, if at all, at such time and in such manner as Purchaser determines, with the prior consent of May 3Seller, 2017 (such consent not to be unreasonably conditioned, withheld or delayed. Seller and the “Confidentiality Agreement”), which Seller Members shall continue in full force and effect in accordance with its terms. Each party hereto (other than maintain the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreementconfidentiality of, and not disclose to any third party, without the fact consent of this Agreement’s existencePurchaser, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the existence and terms of this Agreement and the transactions contemplated hereby (including any claim or dispute arising out of or related to this Agreement, or the economic termsinterpretation, making, performance, breach or termination hereof and the reasons therefor) or any non-public other nonpublic, confidential or proprietary information about a party hereto to any other Person without concerning the prior written consent of transactions contemplated hereby or the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms Company except (i) to its financialor their respective legal, tax accounting and legal financial advisors that are bound by confidentiality restrictions, (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investorsii) and to any Governmental Entity or administrative agency to the extent necessary such information was previously publicly disclosed by Purchaser, (iii) to the extent such disclosure is required by applicable Law, in which case the party required to disclose such information shall promptly notify Purchaser of such disclosure and cooperate at Purchaser’s expense with Purchaser to the extent practicable so as to seek to limit the information disclosed to the information required by applicable Law to be disclosed and will, to the extent practicable and at Purchaser’s expense, seek to obtain a protective order over, or advisable confidential treatment of, such information, and (iv) for disclosures in dispute resolution proceedings to the courts or arbitrators involved in such proceedings and to other Persons involved in such proceedings (e.g., attorneys and expert witnesses) that are bound by confidentiality obligations; provided, that such proceedings are brought in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure this Agreement, dated including Section 6.6 or Section 8.8, as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closingapplicable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sana Biotechnology, Inc.)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3January 8, 2017 2019 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable LawLaw and the rules of Nasdaq (in each such case, including, for the avoidance of doubt, the filing of a Form 8-K in connection with the Closing, the disclosing party shall use commercially reasonable efforts to consult with the other party prior to making any such disclosure). The EquityholdersSecurityholders’ Representative acknowledges and Agent hereby agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure the Confidentiality Agreement to the same extent as though the Securityholders’ Agent were a party thereto. With respect to the Securityholders’ Agent, as used in the Confidentiality Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which term “Confidential Information” shall be deemed to cover all also include information relating to the Stock Purchase Merger or this Agreement received by the EquityholdersSecurityholders’ Representative Agent after the Closing or relating to the period after the Closing Closing. Each of the Company and shall be enforceable by Purchaser after the ClosingSecurityholders’ Agent (i) acknowledge that certain information disclosed in connection with this Agreement may constitute material non-public information concerning Acquirer and its Affiliates and that trading in Acquirer’s securities while in possession of any such information, or communicating such information to any other Person who trades in such securities, could subject such party to liability under the U.S. federal and state securities laws, and (ii) agree that it and its Affiliates will not trade in Acquirer’s securities other than in compliance with all Applicable Laws.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Any public announcement, press release or similar publicity regarding this Agreement and the transactions contemplated hereby, including the public disclosure thereof, will be issued, if at all, at such time and in such manner as Purchaser determines; provided, that any such public announcement, press release or similar publicity prior to the Closing shall be subject to the Company’s prior written consent. Each of the Company have previously executed a mutual non-disclosure agreementand its Subsidiaries, dated as the Sellers and the Sellers’ Representative shall not (and, prior to the Closing, the Company shall cause any Representative of May 3, 2017 (the “Confidentiality Agreement”Company or its Subsidiaries to refrain from), which shall continue in full force and effect in accordance with its terms. Each directly or indirectly, disclose or issue or make any statement or communication to any third party hereto (other than its or their respective legal, accounting, and financial advisors that are bound by confidentiality restrictions) regarding the Equityholders’ Representative) agrees that it and its Representatives shall hold existence or subject matter of this Agreement or the terms transactions contemplated hereby (including any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination hereof and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic termsreasons therefor) or any non-public other nonpublic, confidential or proprietary information about a party hereto to concerning the Company or any other Person Company Subsidiary (or, after the Closing, Purchaser or any of its Affiliates) without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoingPurchaser, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors except (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investorsi) and to any Governmental Entity or administrative agency to the extent necessary such disclosure is required by applicable Law, in which case the Company, or advisable the Sellers’ Representative, as applicable, shall promptly notify Purchaser of such disclosure and cooperate at Purchaser’s expense with Purchaser to the extent practicable so as to seek to limit the information disclosed to the information required by applicable Law to be disclosed and will, to the extent practicable and at Purchaser’s expense, seek to obtain a protective order over, or confidential treatment of, such information, or (ii) for disclosures in dispute resolution proceedings to the courts or arbitrators involved in such proceedings and to other Persons involved in such proceedings (e.g., attorneys and expert witnesses) that are bound by confidentiality restrictions; provided, that such proceedings are brought in compliance with Applicable Lawthis Agreement, including Section 9.6. The Equityholders’ Representative acknowledges and agrees that after University of Washington’s obligations under the Closing it shall continue to be bound Washington State Public Records Acts as interpreted by the terms and conditions University of that certain Nondisclosure Washington in its sole discretion shall take precedence over any obligation arising under this Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sana Biotechnology, Inc.)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of May February 3, 2017 2014 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates, except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the Requisite Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable LawLaw and the rules of Nasdaq and (ii) the Stockholders’ Agent shall be permitted to disclose such information to the Converting Holders in connection with performing its duties hereunder. The EquityholdersStockholders’ Representative Agent acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13August 4, 20172014, by and between the EquityholdersStockholders’ Representative Agent and the Company, which shall be deemed is intended to cover all information relating related to the Stock Purchase or this Agreement received by and the Equityholders’ Representative after Merger, will survive the Closing or relating to the period after the Closing Closing, and shall will be enforceable by Purchaser after Acquirer and the ClosingFinal Surviving Entity.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto Company, Acquiror and the Shareholder acknowledge that Purchaser Acquiror and the Company Shareholder have previously executed a mutual non-disclosure agreementconfidentiality agreement dated April 17, dated as of May 3, 2017 2023 (the “Confidentiality Agreement”), ) which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it The Company and its each Shareholder shall, and shall cause their respective Affiliates and Representatives shall to, hold the terms of this Agreement, the Transaction Documents, and the fact of this AgreementAgreement and the Transaction Document’s existence, in strict confidence. At no time The Company and each Shareholder shall any party hereto not (other than the Equityholders’ Representativeand shall cause their respective Affiliates and its Representatives not to) disclose any of the terms of this Agreement or the Transaction Documents (including the economic terms) or any non-public information about a any other party hereto to any other Person without the prior written consent of the other party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoingforegoing or the Confidentiality Agreement, a party hereto the Company and the Shareholder shall be permitted to disclose any and all terms of this Agreement, the Transaction Documents or the fact of this Agreement and the Transaction Document’s existence (i) to its financial, tax the Company’s Representatives and legal advisors Affiliates (each of whom is subject to a similar obligation of confidentialityconfidentiality owed to Acquiror), (ii) to its members the Shareholder’s Representatives and limited and general partners Affiliates (each of whom is subject to an a similar obligation of confidentiality that is at least as strict as set forth herein and owed to Acquiror) to the extent required by Applicable Law or in order for the Confidentiality Agreement), Company to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities satisfy its obligations under this Agreement or any of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investorsTransaction Documents, (iii) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance to comply with Applicable LawLaw or as reasonably requested by such Governmental Entity or administrative agency, and (iv) as otherwise required by Applicable Law (including, without limitation, any rule, regulation or policy statement of any national securities exchange or market on which the Shareholder’s securities are listed or the U.S. Securities and Exchange Commission). The Equityholders’ Representative acknowledges and agrees above confidentiality undertaking of a party shall not apply to information that after becomes public through public disclosure by Acquiror. Notwithstanding anything in this Agreement or the Closing it Confidentiality Agreement to the contrary, following Closing, the Shareholder shall continue be permitted to be disclose information as required by Applicable Law or to employees, advisors or consultants of the Shareholder, in each case who have a need to know such information; provided, that, such employees, advisors or consultants either (i) agree to observe the terms of this Section 5.6, or (ii) are bound by the terms and conditions obligations of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating confidentiality to the Stock Purchase or Shareholder of at least as high a standard as those imposed on the Shareholder under this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the ClosingSection 5.6.
Appears in 1 contract
Samples: Share Purchase Agreement (Ceva Inc)
Confidentiality; Public Disclosure. Century Capital and Medi-Hut shall maintain in strict confidence all information of a confidential or proprietary nature of the other party that is exchanged in connection with the services rendered under this Agreement, including the terms of this Agreement. Century Capital and Medi-Hut agree that each shall use such proprietary information only for the purposes of performing its obligations under this Agreement. Century Capital and Medi-Hut agree that each shall disclose such proprietary information only (a) The parties hereto acknowledge to the extent consented to by the other party, (b) to the extent required by any law or regulation, or by the Securities and Exchange Commission or any exchange or automated quotation system on which Medi-Hut stock is listed; and (c) to its personnel who have a need to know such proprietary information for the purposes of this Agreement. Century Capital and Medi-Hut shall ensure that Purchaser and each of its employees comply with the Company have previously executed provisions in this Section. Proprietary information shall not include: (i) information rightfully known by a mutual non-disclosure agreementparty prior to the Effective Date of this Agreement, dated as of May 3, 2017 (ii) information that is now or hereafter become generally available to the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (public other than as a result of a disclosure in breach of this Agreement; (iii) information independently developed or acquired by a party or its personnel without reliance on or reference to, in any way, proprietary information of the Equityholders’ Representativeother party; or (iv) agrees information which becomes available to a party from a third party source; provided that it and its Representatives such third party source is not known to be bound by a confidentiality agreement with respect to such information or known to otherwise be prohibited from transmitting the information by a contractual, legal or fiduciary obligation. Medi-Hut shall hold not disclose any proprietary or other information, including the terms of this Agreement, and to the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) public or any non-public information about a party hereto to any other Person federal or state agency, without first reviewing such disclosure with Century Capital. Such disclosures shall include, but are not limited to, press releases and reports filed with the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any Securities and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the ClosingExchange Commission.
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Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3September 10, 2017 2015 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than Acquirer following the Equityholders’ RepresentativeClosing) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, (i) a party hereto shall be permitted to disclose any and all terms to its financial, tax tax, accounting and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative Law and the Companyrules of Nasdaq, which (ii) following Closing, the Stockholders’ Agent may disclose information to the Converting Holders on a need-to-know basis, provided that such persons are subject to a similar obligation of confidentiality and (iii) following Closing and the public announcement of the Merger, the Stockholders’ Agent shall be deemed permitted to cover all information relating publicly announce that it has been engaged to serve as the Stock Purchase Stockholders’ Agent in connection with the Merger as long as such announcement does not disclose any of the other terms of the Merger or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closingother transactions contemplated herein.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a mutual nonthat certain Mutual Non-disclosure agreementDisclosure Agreement, dated as of May 322, 2017 2018, by and between Acquirer and the Company (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable LawLaw and the rules of Nasdaq. The Equityholders’ Representative acknowledges and agrees that after the Closing it Company shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information not issue any press release or other public communications relating to the Stock Purchase or terms of this Agreement received or the Transactions or use Acquirer’s name or refer to Acquirer directly or indirectly in connection with Acquirer’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquirer, unless required by Applicable Law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure) and except as reasonably necessary for the Equityholders’ Representative after Company to obtain the Closing or relating Company Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the period after contrary contained herein or in the Closing and shall be enforceable by Purchaser after Confidentiality Agreement, Acquirer may make such public communications regarding this Agreement or the ClosingTransactions as Acquirer may determine is reasonably appropriate.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3April 27, 2017 2021 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable LawLaw (including in connection with making any filings to report the Transactions under the Antitrust Laws or in responding to any request for information or documents made by a Governmental Entity investigating the transactions described herein under the Antitrust Laws) and the rules of the NYSE. The EquityholdersNotwithstanding anything herein to the contrary, following Closing, the Converting Holders’ Representative acknowledges and agrees that Agent shall be permitted to: (i) after the Closing public announcement of the Merger, announce that it shall continue has been engaged to be bound serve as the Converting Holders’ Agent in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to representatives of the terms Converting Holders’ Agent and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating Converting Holders, in each case who have a need to the period after the Closing and shall be enforceable by Purchaser after the Closingknow such information, provided that such persons are subject to confidentiality obligations with respect thereto.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto Company and Parent acknowledge that Purchaser Parent and the Company have previously executed a mutual nonConfidentiality and Non-disclosure agreementDisclosure Agreement, dated as of May 3June 18, 2017 2021 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it The Company shall and shall cause its Affiliates and its Representatives shall hold to treat the terms of this Agreement, the Transaction Documents, and the fact of this AgreementAgreement and the Transaction Document’s existence, in strict confidenceas “Confidential Information” thereunder . At no time The Company (and its Affiliates and its Representatives) shall any party hereto (other than the Equityholders’ Representative) not disclose any of the terms of this Agreement or the Transaction Documents (including the economic terms) or any non-public information about a any other party hereto to any other Person without the prior written consent of the other party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto the Company shall be permitted to disclose any and all terms to its financial, tax (i) the Company’s Representatives and legal advisors Affiliates (each of whom is subject to a similar obligation of confidentiality), (ii) the Indemnifying Parties and their Representatives and Affiliates to the extent required by Applicable Law or in order for the Company to satisfy its members and limited and general partners obligations under this Agreement (each of whom is subject to an a similar obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreementconfidentiality), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investorsiii) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges Law (including in connection with the filing of any notifications regarding the transaction described herein under the Antitrust Laws or in responding to any request for documents or information made by a Governmental Entity investigating the transactions described herein under the Antitrust Laws) and agrees that after (iv) if such party is an investment fund, to such party’s limited partners or other pecuniary interest holders who are bound in writing to confidentiality obligations at least as restrictive as those in this Agreement and the Closing it shall continue Confidentiality Agreement and solely to be bound by the extent required pursuant to the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase its limited partnership agreement or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.similar agreement. With respect
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Parent and the Company have previously executed a mutual non-disclosure agreementthat certain Confidentiality Agreement dated April 25, dated as of May 32018, 2017 by and between the Company and Parent (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party the Company or its Representatives hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relatesParent. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms (i) to any Person, to the extent that Parent or Merger Sub has previously publicly disclosed such terms, (ii) to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investorsiii) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Lawapplicable Law (including in connection with the making of any filings required under the HSR Act and to respond to requests for information or documents made by a Governmental Entity in connection with its investigation of the Transactions described herein) and the rules of the primary exchange on which such party is then listed. The EquityholdersStockholders’ Representative acknowledges and hereby agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure the Confidentiality Agreement to the same extent as though the Stockholders’ Representative were a party thereto. With respect to the Stockholders’ Representative, as used in the Confidentiality Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which term “Confidential Information” shall be deemed to cover all also include information relating to the Stock Purchase Merger or this Agreement received by the EquityholdersStockholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge Seller will treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement or, prior to the Second Closing, in the Ordinary Course of Business, and, following the Second Closing, deliver promptly to the Purchaser or destroy, at the request and option of the Purchaser, all tangible embodiments (and all copies) of the Confidential Information that are in such party’s possession, except Seller may keep copies of such information solely to the extent contemplated by this Agreement. In the event that the Seller is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Seller may disclose such Confidential Information to the extent necessary to comply with any such request or requirement; provided that the Seller will notify the Purchaser promptly of such request or requirement so that the Purchaser may seek an appropriate protective order or waive compliance with the provisions of this Section 6.2. Notwithstanding anything herein to the contrary, each party to this Agreement (and each employee, representative, and other agent of such party) may disclose to any and all Persons, without limitation of any kind, the Agreement and the Company have previously executed a mutual non-disclosure agreementtransactions contemplated hereby for Tax reporting, dated as of May 3legal advice and other similar purposes, 2017 (and until the “Confidentiality Agreement”)Second Closing, which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold Seller may, subject to the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) continue to disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary use Confidential Information in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each Ordinary Course of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the ClosingBusiness.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser agrees that, prior to the Closing Date, all documents and information regarding the Property delivered or made available to it by Seller or Seller’s agents and the Company have previously executed a mutual non-disclosure agreementresults of all tests and studies, dated as including, without limitation, any environmental test or study, of May 3the Property conducted by or on behalf of Purchaser (collectively, 2017 (the “Confidentiality AgreementProprietary Information”)) are confidential and, which except as required by Applicable Laws, Purchaser shall continue in full force not disclose any Proprietary Information to any other person except those assisting it with the analysis of the Property, investors and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it prospective investors and its Representatives shall hold the terms of this Agreementlenders and prospective lenders, and only after advising such persons to abide by these confidentiality restrictions. In addition, from and after the fact of this Agreement’s existenceEffective Date, in strict confidence. At no time neither Purchaser nor Seller shall any party hereto (other than the Equityholders’ Representative) disclose any make a public disclosure of the terms of this Agreement transaction, either before or after Closing, except that this general prohibition shall not prevent (including a) Seller and Purchaser from releasing a press release concerning the economic termssale of the Property, provided that such press release shall not contain the name(s) of the other party or its affiliates unless approved in by such other party, (b) either party from disclosing any information with respect to the transaction contemplated herein, any matters set forth in this Agreement, or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any terms and all terms to its financial, tax and legal advisors (each provisions of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) if and to any Governmental Entity or administrative agency to the extent necessary that such disclosure is required by applicable law or advisable a court or other binding order or by applicable administrative rule or regulation or order of any regulatory or supervisory agency or authority with competent jurisdiction over such matter, (c) Seller or Purchaser from disclosing any information with respect to the transaction contemplated herein, any matters set forth in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by this Agreement, or any of the terms and conditions provisions of this Agreement to any of their respective, current, or prospective lenders, members, officers, directors, trustees, employees, investors, consultants, advisors, agents, representatives, partners and/or shareholders (and any of their respective lenders, members, officers, directors, trustees, employees, consultants, advisors, agents, representatives, partners and/or shareholders of any of such parties); provided that certain Nondisclosure Agreementall of the foregoing are advised of the confidential nature of such information, dated as matters, terms and provisions, or (d) Seller, Purchaser and/or any affiliate of May 13Seller or Purchaser making any public statement, 2017, by and between the Equityholders’ Representative and the Company, filing or other disclosure which any of them reasonably believes to be required or desirable under applicable securities laws. The parties hereto shall be deemed to cover all information relating deliver to the Stock Purchase or other a copy of the press release at least three (3) Business Days prior to the issuance thereof. Any information publicly disclosed pursuant to this Agreement received Section 15.2 may be used by the Equityholders’ Representative after Seller and Purchaser and their respective representatives and affiliates, in any form or format. This Section 15.2 shall survive the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closing.termination of this Agreement. 724643206.7 17544974
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carter Validus Mission Critical REIT, Inc.)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which Sellers shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreementkeep confidential, and the fact of this Agreement’s existenceshall use reasonable efforts to cause its respective directors, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto officers, employees, agents and representatives to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoingkeep confidential, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received Purchased Assets and the Assumed Liabilities (the “Buyer Confidential Information”), except (i) as may be required to comply with the requirements of any applicable Governmental Rules, and the rules and regulations of each stock exchange upon which the securities of any Seller is listed (including, for the avoidance of doubt, filings required by the Equityholders’ Representative Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933, each as amended), (ii) as necessary to defend or prosecute any indemnification claim or any litigation or dispute, (iii) as required by the Transition Activities, or (iv) for information that is lawfully made available to the public on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 11.3. The covenants of each Seller set forth in the immediately preceding sentence shall terminate after the Closing Product is no longer marketed in the Territory. Each Seller shall treat, and will cause its Affiliates and the representatives of each Seller or relating any of their Affiliates to treat, the period after Buyer Confidential ***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Information as confidential, using the Closing and shall be enforceable by Purchaser after the Closingsame degree of care as each Seller normally employs to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care.
Appears in 1 contract
Samples: Asset Purchase Agreement (Theravance Biopharma, Inc.)
Confidentiality; Public Disclosure. Seller covenants and agrees with Acquiror that, from and at all times after the Closing, (a) The the Purchased Assets (including any trade secrets) and (b) any confidential and/or proprietary information relating to Acquiror or Acquiror’s business obtained in connection with the efforts undertaken by the parties hereto acknowledge to consummate the transactions contemplated hereby, will be held in strict confidence by Seller and will not be disclosed or used by Seller, except to the extent (a) such information is or becomes a matter of public knowledge through no fault of Seller, (b) disclosure by Seller is, in each case, expressly authorized in writing by Acquiror, (c) if required to be disclosed by law or judicial order, provided that Purchaser and the Company have previously executed Seller shall give the Acquiror prompt written notice of such required disclosure in order to afford the Acquiror an opportunity to seek a mutual non-disclosure agreement, dated as of May 3, 2017 (protective order or other legal remedy to prevent the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreementdisclosure, and shall reasonably cooperate with the fact of this AgreementAcquiror’s existence, in strict confidenceefforts to secure such a protective order or other legal remedy to prevent the disclosure. At no time Neither party shall issue any party hereto (press release or other than the Equityholders’ Representative) disclose any of public statement relating to the terms of this Agreement (including or the economic terms) or any non-public information about a party hereto to any other Person transactions contemplated hereby, without the prior written consent approval of the other party hereto about which such non-public information relates. Notwithstanding anything (not to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentialityunreasonably withheld), except (i) as reasonably necessary to its members and limited and general partners (each obtain the necessary consents of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality third parties contemplated by this Agreement, or (ii) as required by applicable law or regulation including Acquiror's requirements for disclosure under the 1934 Securities Exchange Act, as amended as well as such press releases and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent other public disclosure as Acquiror deems necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges and agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which shall be deemed to cover all information relating to the Stock Purchase or this Agreement received by the Equityholders’ Representative after the Closing or relating to the period after the Closing and shall be enforceable by Purchaser after the Closingdesirable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Global Health Voyager Inc)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer Parent and the Company have previously executed a mutual non-disclosure agreementagreement dated November 16, dated as of May 3, 2017 2020 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms, and references therein to the Acquirer Parent shall be deemed to include the Acquirer. Each party hereto (other than the Equityholders’ Representative) agrees that that, it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, Merger in strict confidence. As an amendment to the Confidentiality Agreement, from the Closing, Acquirer and its Affiliates are hereby released from any obligations thereunder. At no time shall any party hereto (other than the Equityholders’ Representative) Party disclose any of the terms of this Agreement the Merger (including including, but not limited to, the economic terms) or any non-public information about a party hereto (collectively, the “Confidential Information”) to any other Person without the prior written consent of the party hereto about which such non-public information relatesother Party. Notwithstanding anything to the contrary in the foregoing, a party hereto (i) each Party shall be permitted to disclose any and all terms Confidential Information to its financial, tax tax, and legal advisors (each of whom is subject to a bound by substantially similar obligation obligations of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency otherwise to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges applicable Legal Requirements (including stock exchange rules or in any prospectus), and agrees that after the Closing it shall continue to be bound by the terms (ii) Acquirer and conditions of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which Acquirer Parent shall be deemed entitled to cover all disclose Confidential Information to the SPAC, the SPAC’s material stockholders and Representatives, Persons intending to invest in the Acquirer Parent in connection with the Business Combination Transaction, financing providers of the Acquirer, Acquirer Parent and any of their Affiliates and potential financing providers of the Acquirer, Acquirer Parent and any of their Affiliates. With respect to the Securityholders’ Agent, the confidentiality provisions of this section shall also apply to information relating to the Stock Purchase Company or any of its Subsidiaries, the Merger or this Agreement or the other Transaction Documents received by the EquityholdersSecurityholders’ Representative Agent before or after the Closing or relating to the period after the Closing Closing. The Acquirer, Acquirer Parent and their respective Affiliates shall be enforceable by Purchaser released from all restrictions pursuant to this provision from and after the Closing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gatsby Digital, Inc.)
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser Acquirer and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3January 23, 2017 2014 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) and to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable LawLaw and the rules of Nasdaq. The EquityholdersStockholders’ Representative acknowledges and Agent hereby agrees that after the Closing it shall continue to be bound by the terms and conditions of that certain Nondisclosure the Confidentiality Agreement to the same extent as though the Stockholders’ Agent were a party thereto. With respect to the Stockholders’ Agent, as used in the Confidentiality Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative and the Company, which term “Confidential Information” shall be deemed to cover all also include information relating to the Stock Purchase Merger or this Agreement received by the EquityholdersStockholders’ Representative Agent after the Closing or relating to the period after the Closing and Closing. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, following the Closing, the Stockholders’ Agent shall be enforceable permitted to disclose information as required by Purchaser after Applicable Law or to employees, advisors or consultants of the ClosingStockholders’ Agent and to the Converting Holders, in each case who have a need to know such information, provided that such persons (A) agree to observe the terms of this Section 5.3(a) or (B) are bound by obligations of confidentiality to the Stockholders’ Agent of at least as high a standard as those imposed on the Stockholders’ Agent under this Section 5.3(a). A Converting Holder that is so bound by this Section 5.3(a) that is a venture capital or private equity fund may make such communications to its investors as may be (i) legally or contractually required or (ii) reasonably necessary in the good faith exercise of the fiduciary duties of the general partner of such Converting Holder, so long as such disclosure is (x) made in the ordinary course of business and consistent with past practice and (y) in each case such disclosures are limited to the amount of the Merger Consideration, escrow and indemnification 57 obligations, and the timing and status of closing, and such investors are obligated to keep such communications confidential; provided that in no event shall such Converting Holder provide any of its investors with this Agreement or any other documentation related to the Transactions, either in whole or in part.
Appears in 1 contract
Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Purchaser and the Company have previously executed a mutual non-disclosure agreement, dated as of May 3, 2017 (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. Each party hereto (other than the Equityholders’ Representative) agrees that it and its Representatives shall hold the terms of this Agreement, and the fact of this Agreement’s existence, in strict confidence. At no time shall any party hereto (other than the Equityholders’ Representative) disclose any of agree to maintain the terms of this Agreement (including the economic terms) or any non-public information about a party hereto to any other Person without the prior written consent of the party hereto about which such non-public information relates. Notwithstanding anything and all negotiations relating to the contrary in the foregoing, a party hereto shall be permitted to disclose any and all terms to its financial, tax and legal advisors (each subject matter of whom is subject to a similar obligation of confidentiality), to its members and limited and general partners (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement), to prospective investors (each of whom is subject to an obligation of confidentiality that is at least as strict as set forth herein and in the Confidentiality Agreement, and to whom the identities of the parties to this Agreement shall remain undisclosed until such prospective investors become actual investors) as confidential among the BCC Group and HCN, except [i] for disclosure to any Governmental Entity or administrative agency to the extent necessary or advisable in compliance with Applicable Law. The Equityholders’ Representative acknowledges their respective professional advisors and agrees that after the Closing it shall continue consultants who agree to be bound by the terms and conditions provisions hereof; [ii] disclosures required under the Securities Exchange Act of that certain Nondisclosure Agreement, dated as of May 13, 2017, by and between the Equityholders’ Representative 1934 and the CompanySecurities Act of 1933 and the regulations promulgated thereunder, which including without limitation, the filings of exhibits (collectively called "SEC Disclosures"); and [iii] if, on the advice of counsel, the disclosing party is required to do so for compliance with law, but the disclosing party shall provide the nondisclosing party with prompt prior notice so the nondisclosing party may seek a protective order or other appropriate remedy. The disclosing party agrees to disclose only such portion of the information that is legally required to be deemed disclosed and take all reasonable steps to cover all information relating preserve the confidentiality of the remaining information. Except for any SEC Disclosures or as otherwise required by law, no member of the BCC Group or HCN will issue or cause to be issued any announcement, press release or other statement concerning this Agreement or the subject matter of this Agreement to the Stock Purchase persons employed at the Facilities, residents of the Facilities, the press or this Agreement received the general public without the prior written approval [i] of HCN for any such communication by any member of the Equityholders’ Representative after the Closing BCC Group, and [ii] of Company for any such communication by HCN. Except for SEC Disclosures, Company and HCN shall agree on disclosures for public dissemination. All approvals shall not be unreasonably withheld, conditioned or relating to the period after the Closing and shall be enforceable by Purchaser after the Closingdelayed.
Appears in 1 contract
