Common use of Confidentiality Clause in Contracts

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 14 contracts

Samples: Rights Agreement (Invitae Corp), Rights Agreement (Pacira Pharmaceuticals, Inc.), Rights Agreement (Global Blood Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 10 contracts

Samples: Rights Agreement (SQZ Biotechnologies Co), Rights Agreement (SQZ Biotechnologies Co), Rights Agreement (Foghorn Therapeutics Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 8 contracts

Samples: Rights Agreement (Lantern Pharma Inc.), Rights Agreement (Lantern Pharma Inc.), Rights Agreement (Fulcrum Therapeutics, Inc.)

Confidentiality. Each Investor Member agrees that such Investor Member will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor or make decisions with respect to its investment in the Company Series) any confidential information obtained from the Company Series pursuant to the terms of this Agreement (including notice of the Company’s intention or otherwise pursuant to file a registration statement) law, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 6.1 by such Investor), (b Member),(b) is or has been independently developed or conceived by the Investor such Member without use of the Company’s Series’ confidential information, or (c) is or has been made known or disclosed to the Investor such Member by a third party without a breach of any obligation of confidentiality such third party may have to the Company Series; provided, however, that an Investor a Member may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring its his or her investment in the Company Series; (ii) to any prospective purchaser of any Registrable Securities Shares from such Investor Member, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 6.1; (iii) to any existing or prospective Affiliate affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Member in the ordinary course of business, provided that such Investor Member informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the Investor such Member promptly notifies the Company Series of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 8 contracts

Samples: Operating Agreement (Landa App LLC), Operating Agreement (Landa App LLC), Operating Agreement (Landa App LLC)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 7 contracts

Samples: Investor Rights Agreement (Ichor Holdings, Ltd.), Rights Agreement (Spring Street Partners Lp), Rights Agreement (Hancock Jaffe Laboratories, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 7 contracts

Samples: Rights Agreement (Groundfloor Finance Inc.), Rights Agreement (PureTech Health PLC), Rights Agreement (Kezar Life Sciences, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 7 contracts

Samples: Rights Agreement (Keros Therapeutics, Inc.), Rights Agreement (Keros Therapeutics, Inc.), Rights Agreement

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 6 contracts

Samples: Rights Agreement (Pandion Therapeutics Holdco LLC), Rights Agreement (Homology Medicines, Inc.), Rights Agreement (Stoke Therapeutics, Inc.)

Confidentiality. Each Investor Purchaser agrees that such Investor Purchaser will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its such Purchaser’s investment in the Company) any confidential information obtained from the Company pursuant to or the terms Project Company or any other affiliate of this Agreement the Company or any representative of the Company, the Project Company or any affiliate of the Company (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 1.14 by such Investor Purchaser), (b) is or has been independently developed or conceived by the Investor such Purchaser without use of the confidential information of the Company ’s confidential information , the Project Company or any affiliate of the Company, or (c) is or has been made known or disclosed to the Investor such Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company , the Project Company or any affiliate of the Company; provided, however, that an Investor a Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its such Purchaser’s investment in the Company; (ii) to any prospective purchaser transferee of any Registrable Securities from such Investor Purchaser permitted under Section 4.1, if such prospective purchaser transferee agrees to be bound by the provisions of this Section 3.4 1.14; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Affiliate (as defined in Section 4.1) in the ordinary course of business, provided that such Investor Purchaser informs such Person Affiliate that such information is confidential and directs such Person Affiliate to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 6 contracts

Samples: Rights Agreement (Rusnano), Rights Agreement (BIND Therapeutics, Inc), Rights Agreement (Selecta Biosciences Inc)

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, disclose or use for any purpose (other than to monitor its investment in the Company) divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Transaction Documents, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 13 by such Investor Purchaser), (b) is or has been independently developed or conceived by the Investor such Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor such Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to such Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor such Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company professionals; (ii) to any prospective purchaser of any Registrable Securities from such Investor the Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 keep such information confidential; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person to maintain the confidentiality of such information confidential; or (iv) as may otherwise be required by law , provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure .

Appears in 6 contracts

Samples: Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Securities Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC)

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor Holder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by Holder under circumstances in which such Holder does not have a third party without reasonable expectation that such disclosure constitutes a breach of any an obligation of confidentiality such third party may have to the Company; provided, however, that an Investor any Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company evaluating whether to exercise any rights hereunder; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder shareholder, or wholly owned subsidiary Subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law Law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 4 contracts

Samples: Investor Rights Agreement (Urovant Sciences Ltd.), Investor Rights Agreement (Sumitomo Chemical Co., Ltd.), Investor Rights Agreement (Sumitomo Chemical Co., Ltd.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement Registration Statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 7.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 7.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder shareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 4 contracts

Samples: Share Subscription Agreement (ECMOHO LTD), Investors Rights Agreement (ECMOHO LTD), Share Subscription Agreement (ECMOHO LTD)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 4 contracts

Samples: Rights Agreement (Receptos, Inc.), Rights Agreement (Everspin Technologies Inc), Rights Agreement (Everspin Technologies Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; Subsection 3.3 (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by any applicable law , rule, or regulation or in connection with any judicial, administrative, or regulatory investigation, inquiry or proceeding, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 4 contracts

Samples: Rights Agreement (Cortendo AB), Share Purchase Agreement (Cortendo AB), Rights Agreement (Cortendo AB)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.4 (provided that the Board of Directors has not reasonably determined that such prospective purchaser is a competitor of the Company); (iii) to any existing current or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 4 contracts

Samples: Rights Agreement (Inhibrx, Inc.), Rights Agreement (Inhibrx, Inc.), Rights Agreement (Inhibrx, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach known by the Investor of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 4 contracts

Samples: Rights Agreement (Poseida Therapeutics, Inc.), Rights Agreement (Poseida Therapeutics, Inc.), Rights Agreement

Confidentiality. Each Investor agrees Director Designees may report and disclose to Investor any and all information received or observed by him or her in his or her capacity as an Investor Director Designee; provided, that such Investor will keep confidential and will information shall not disclose, divulge, or use be used for any purpose other than, to the extent consistent with applicable Law, ( other than 1) to monitor its monitor, oversee and make decisions with respect to Investor’s investment in the Company ; (2) to comply with Investor’s obligations under this Agreement; (3) to exercise any confidential information obtained from of Investor’s rights under this Agreement; and (4) to collaborate with the Company pursuant (collectively, the “Purpose”). The Company acknowledges that (x) Investor and its Affiliates have participated and may in the future participate (directly or indirectly) in investments in entities engaged in various businesses, including but not limited to, businesses similar to those engaged in by the terms of this Agreement Company and its Subsidiaries ( including notice of and related businesses) (any such entity being a “Competitor”) that may have been, are or will be competitive with the Company’s intention or its Subsidiaries’ business, and that access to file Company information will inevitably enhance Investors’ and its Affiliates’ directors, employees, agents or advisors who receive such information’s knowledge and understanding of such businesses in a registration statement way that cannot be separated from such persons’ other knowledge, (y) without limiting Investor’s obligations not to disclose or use Company information except as provided in this Section 2.7 (including, for the avoidance of doubt, as provided in this clause (y) of this Section 2.7), unless this Section 2.7 will not restrict Investor’s unaided use of such overall knowledge and understanding, including for its own internal purposes, to evaluate or make investments in entities whose businesses is related or similar to or competitive with the business of the Company or related activities (provided that Investor shall not disclose to any Competitor or any other Person any information disclosed to it pursuant to this Section 2.7 except as expressly permitted by this Section 2.7) and (z) the occurrence or existence of such investments or activities while in possession of Company information shall not by itself be cause for any action or allegation by the Company that the Investor has failed to observe any of its obligations set forth in this Section 2.7. Investor shall, and shall cause any Person to which it provides any such information in accordance with this Section 2.7 to, keep confidential and not disclose to any Person any such information reported and disclosed to it by an Investor Director Designee, excluding any information (a) that was already known to Investor prior to disclosure by the Investor Director Designee; (b) that has been published by the Company (including, without limitation, any information contained in reports or forms filed with the SEC) or is otherwise in the public knowledge or is generally known or becomes known available to the public in general ( other than as a result of a disclosure by the Investor or any of its Affiliates in breach of this Section 3.4 by Agreement, any other confidentiality agreement between the Company and the Investor or any of its Affiliates or any other contractual, legal or fiduciary obligation to the Company; (c) that is obtained after the date of this Agreement on a non-confidential basis from another source that is not subject to any confidentiality agreement or other contractual, legal or fiduciary obligation to the Company with respect to such Investor), information; or ( b d) is or has been independently developed or conceived by the Investor without reference to or use of the Company’s confidential information, or (c) is or has been made known or such information disclosed to it by its Investor Director Designee. Notwithstanding the foregoing, Investor and its Affiliates may disclose information reported and disclosed to it by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information Director Designee: (i) to Investor’s or its attorneys Affiliates’ directors, accountants employees, consultants, and other professionals agents or advisors who have a need to know such information for the extent necessary to obtain their services in connection with monitoring its investment in the Company Purpose; (ii) as may be required or requested under applicable Laws, subject to use of reasonable best efforts to prevent or withhold, or minimize, disclosure pursuant to such applicable Laws, and subject to providing the Company, to the extent not prohibited under such applicable Laws and if reasonably practicable, with prompt notice prior to the time of such disclosure in order to permit the Company to seek an appropriate protective order or other appropriate remedy and the Investor shall reasonably cooperate with the Company in connection with seeking any prospective purchaser such order or other appropriate remedy (provided that no notice shall be required for disclosures made in connection with routine examinations or inspections of any Registrable Securities from Investor and its Affiliates by regulatory authorities not specifically seeking such Investor, if information so long as Investor or its applicable Affiliate informs such prospective purchaser agrees to be bound by regulatory authority of the provisions confidential nature of this Section 3.4 such information); (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Person authorized by the Company in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person writing to maintain the confidentiality of receive such information; or and (iv) as may otherwise be required to any Person to whom Investor or its Affiliates wishes or has offered to sell all or part of Share Equivalents held by law Investor or its Affiliates; provided, provided that the Investor promptly notifies such Person has entered into with the Company a confidentiality agreement in form and substance satisfactory to the Company, acting reasonably, relating to information that may be disclosed to such Person in the course of such disclosure negotiations and takes reasonable steps to minimize the extent of any such required disclosure containing employee non-solicit and standstill provisions.

Appears in 4 contracts

Samples: Investor Rights Agreement (Loral Space & Communications Inc.), Investor Rights Agreement (Telesat Canada), Investor Rights Agreement (Loral Space & Communications Inc.)

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor Holder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without knowledge by the Holder of a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Investor Rights Agreement (South Dakota Wheat Growers Association), Investor Rights Agreement (Advanced BioEnergy, LLC), Investor Rights Agreement (Advanced BioEnergy, LLC)

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company it investment) or disclose or divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement statement and the contents of any financial statements received), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.2 by such Investor Holder or as a result of a breach by a third party of any obligation of confidentiality such third party may have to the Company of which such Holder is aware), (b) is or has been independently developed or conceived by the Investor without use of or reference to the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company , provided such persons agree to hold such information confidentially as provided herein; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.2; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person person or entity that such information is confidential and directs such Person person or entity to maintain the confidentiality confidential treatment of such information; or (iv) as may otherwise be required by law, court order or an applicable governmental or regulatory body, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Corvus Pharmaceuticals, Inc.), Rights Agreement (Corvus Pharmaceuticals, Inc.), Rights Agreement (Corvus Pharmaceuticals, Inc.)

Confidentiality. Each Investor agrees that such Investor it will keep confidential and will not disclose disclose or divulge any confidential, divulge, proprietary or use for any purpose (other than to monitor its investment in the Company) any confidential secret information obtained which such Investor may obtain from the Company pursuant to financial statements, reports and other materials submitted by the terms of Company to such Investor pursuant to this Agreement (including notice of the Company’s intention Agreement, or pursuant to file a registration statement) visitation or inspection rights previously granted to any Investor, unless such confidential information (a) is known known, or until such information becomes known known, to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company public; provided, however, that an a Investor may disclose confidential such information (i) on a confidential basis to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii) to any prospective purchaser of any Registrable of the Securities from such Investor, if Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.4; Section, (iii) to any existing affiliate or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary partner of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by applicable law , provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure .

Appears in 3 contracts

Samples: Subscription Agreement (Warp Technology Holdings Inc), Subscription Agreement (Halo Technology Holdings, Inc.), Subscription Agreement (Warp Technology Holdings Inc)

Confidentiality. Each Investor agrees that such Investor it will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor its investment in the Company) Company and its subsidiaries, any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company ’s intention to file a registration statement) , unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 6.12 by such Investor Investor or its Affiliates), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the such Investor by a third party (other than another Stockholder or an Affiliate of such Investor or of another Stockholder) without a breach of any obligation of confidentiality such third party may have to the Company Company that is known to such Investor; provided, however, that an Investor may disclose confidential information on a confidential basis ( i v) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , ( ii w) to any prospective purchaser of any Registrable Securities Shares from such Investor, if Investor as long as such prospective purchaser agrees to be bound by the provisions of this Section 3.4; 6.12 as if an Investor, ( iii x) to any existing or prospective Affiliate, partner, member, stockholder, member or wholly owned subsidiary related investment fund of such Investor and their respective directors, employees and consultants, in each case in the ordinary course of business, provided that (y) as may be reasonably determined by such Investor informs to be necessary in connection with such Person that such information is confidential Investor’s enforcement of its rights in connection with this Agreement or its investment in the Company and directs such Person to maintain the confidentiality of such information; its subsidiaries or ( iv z) as may otherwise be required by law law or legal, judicial or regulatory process, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any required disclosure described in this clause (z); and provided, further, however, that the acts and omissions of any Person to whom such required disclosure Investor may disclose confidential information pursuant to clauses (v) through (x) of the preceding proviso shall be attributable to such Investor for purposes of determining such Investor’s compliance with this Section 6.12. Each of the parties hereto acknowledge that the SAC Group, the Investors or any of their respective Affiliates and related investment funds may review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company, and may trade in the securities of such enterprises. Nothing in this Section 6.12 shall preclude or in any way restrict the SAC Group, the Investors or their respective Affiliates or related investment funds from investing or participating in any particular enterprise, or trading in any particular securities, whether or not such enterprise has products or services that compete with those of the Company.

Appears in 3 contracts

Samples: Stockholders Agreement (CBaySystems Holdings LTD), Stockholders Agreement (MedQuist Holdings Inc.), Stockholders Agreement (CBaySystems Holdings LTD)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the any Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the any Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Evelo Biosciences, Inc.), Rights Agreement (Evelo Biosciences, Inc.), Rights Agreement (Evelo Biosciences, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor its investment in the Company) Issuer, any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Confidential Information, unless such confidential information Confidential Information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor Investors without use of the Company Issuer’s confidential information, Confidential Information or (c) is or has been made known or disclosed to the Investor Issuer by a third party without a breach of any obligation of confidentiality such third party may have to the Company Issuer; provided, however, that an a Investor may disclose confidential information Confidential Information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; Issuer, (ii) to any prospective purchaser of any Registrable Securities Shares from such Investor, if Investor as long as such prospective purchaser agrees to be bound by the provisions of this Section 3.4; 3.5, (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary Affiliate of such Investor in the ordinary course of business Investor, provided that such Investor informs such Person that such information party is confidential and directs such Person obligated not to maintain disclose, divulge or use any Confidential Information to the confidentiality of such information; same extent as the Investors, or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, such information shall not be deemed confidential for the purpose of enforcing this Agreement.

Appears in 3 contracts

Samples: Amended and Restated Investor Rights Agreement (Aileron Therapeutics Inc), Amended and Restated Investor Rights Agreement (Tokai Pharmaceuticals Inc), Amended and Restated Investor Rights Agreement (Aileron Therapeutics Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 10 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities Series B Stock from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 10; (iii) to any existing or prospective Affiliate affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Groundfloor Finance Inc.), Rights Agreement (Groundfloor Finance Inc.), Rights Agreement (Groundfloor Finance Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business ; provided, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law ; provided, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Akebia Therapeutics, Inc.), Rights Agreement (Akebia Therapeutics, Inc.), Rights Agreement (Akebia Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, investment advisors and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective prospective, direct or indirect Affiliate , investor, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv ) to the other Investors and their attorneys, consultants, Affiliates, partners and other persons permitted pursuant to clauses (i) and (iii) above, (v) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure , or, (vi) in the case of any Advisory Investor, to its registered investment advisor for use solely in such investment advisor’s internal reports, provided that the amount and value of the securities of the Company held by such Advisory Investor is the only confidential information permitted to be disclosed pursuant to this clause (vi).

Appears in 3 contracts

Samples: Rights Agreement (Wayfair Inc.), Rights Agreement (Wayfair LLC), Rights Agreement (Wayfair Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.3 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Gain Therapeutics, Inc.), Rights Agreement (Gain Therapeutics, Inc.), Rights Agreement (Gain Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Gi Dynamics, Inc.), Rights Agreement (Aptinyx Inc.), Rights Agreement (Aptinyx Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Sigilon Therapeutics, Inc.), Rights Agreement (Sigilon Therapeutics, Inc.), Rights Agreement (Sigilon Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company Company and to the extent necessary in connection with such Investor’s tax filings, financial reporting (including with the SEC) and accounting matters; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees in writing with the Company to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Galera Therapeutics, Inc.), Rights Agreement (Galera Therapeutics, Inc.), Rights Agreement (Galera Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; Subsection 3.4 (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Winc, Inc.), Rights Agreement (Winc, Inc.), Rights Agreement (Winc, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, in the case of any Fidelity Investor, such Fidelity Investor may identify the Company and the value of such Fidelity Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies and respond to routine examinations, demands, requests or reporting requirements of a regulator without prior notice to or consent from the Company. Notwithstanding anything to the contrary contained herein, UTMDACC and/or the Board of Regents shall have the right to disclose confidential information in accordance with the License Agreement, dated as of November 12, 2015, by and between the Company and the Board of Regents on behalf of UTMDACC (the “License Agreement”) without breaching this Subsection 3.5. For the avoidance of doubt, in the event there is a conflict between the terms of the License Agreement and this Agreement, the terms of the License Agreement shall control.

Appears in 3 contracts

Samples: Rights Agreement (Codiak BioSciences, Inc.), Rights Agreement (Codiak BioSciences, Inc.), Rights Agreement (Codiak BioSciences, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement or pursuant to board observer rights (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, investment advisors and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, stock exchange rules or court order; provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Catabasis Pharmaceuticals Inc), Rights Agreement (Catabasis Pharmaceuticals Inc), Rights Agreement (Catabasis Pharmaceuticals Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), Section 1 unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 1.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing partner or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary member of such Investor that is a venture capital fund in the ordinary course of business, provided that but only if such Investor informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or ( iv iii) as may otherwise be required by law, provided that law if the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding anything herein to the contrary, this Section 1.5 shall not apply to Intel Capital Corporation, whose confidentiality obligations with respect to any confidential information obtained from the Company pursuant to the terms of this Section 1 shall be governed by the terms and conditions of that certain Corporate Non-Disclosure Agreement, as amended and/or supplemented, by and between Intel Corporation and its majority owned worldwide subsidiaries and the Company, dated April 23, 2010.

Appears in 3 contracts

Samples: Rights Agreement (YuMe Inc), Rights Agreement (YuMe Inc), Rights Agreement (YuMe Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), Section 2 unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 2.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that but only if such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or ( iv iii) as may otherwise be required by law, provided that law if the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Loxo Oncology, Inc.), Rights Agreement (Loxo Oncology, Inc.), Rights Agreement (Loxo Oncology, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice or the terms of the Company’s intention to file a registration statement) Registration Rights Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 1(f) by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, advisors, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities (as defined in the Registration Rights Agreement) from such Investor, if provided that such prospective purchaser agrees Investor informs such Person that such information is confidential and directs such Person to be bound by maintain the provisions confidentiality of this Section 3.4 such information; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, rule, regulation or court or other governmental order, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Amended and Restated Stockholders Agreement (CrowdStrike Holdings, Inc.), Amended and Restated Stockholders Agreement (CrowdStrike Holdings, Inc.), Amended and Restated Stockholders Agreement (CrowdStrike Holdings, Inc.)

Confidentiality. Each Investor Purchaser agrees that such Investor he, she or it will keep confidential and will not disclose, divulge, divulge or use for any purpose ( other than to monitor his, her or its investment in the Company) Company any confidential confidential, proprietary or secret information obtained which such Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by the terms of Company to such Purchaser pursuant to this Agreement or otherwise ( including notice of the Company’s intention to file a registration statement “Confidential Information”), unless such confidential information (a) Confidential Information is known known, or until such Confidential Information becomes known known, to the public in general (other than as a result of a breach of this Section 3.4 8.2 by such Investor Purchaser) , (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company ; provided, however, that an Investor a Purchaser may disclose confidential information Confidential Information (i) to its such Purchaser’s attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii) to any prospective purchaser of any Registrable Securities Shares from such Investor Purchaser, if provided that such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.4; 8.2, (iii) to any existing affiliate of such Purchaser or prospective Affiliate, to a partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business Purchaser, provided that such Investor informs such Person that such information is confidential and directs such Person affiliate agrees in writing to maintain be bound by the confidentiality provisions of such information; this Section 8.2, or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and Purchaser takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding any other provisions of this Section 8.2, a Purchaser shall be free to use the Residuals (as defined below) of any Confidential Information for any purpose, subject only to any patents or copyrights of the Company in such Confidential Information. The term “Residuals” shall mean any information in non-tangible form which is retained in the memory of a Purchaser or any partner, officer, employee or representative of a Purchaser.

Appears in 3 contracts

Samples: Purchase Agreement (Regen Biologics Inc), Series C Convertible Preferred Stock Purchase Agreement (Regen Biologics Inc), Series C Convertible Preferred Stock Purchase Agreement (Regen Biologics Inc)

Confidentiality. Each Investor Purchaser agrees that such Investor Purchaser will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor its investment in the Company ) , any confidential information obtained from any member of the Company Group pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Agreement, unless such confidential information ( a i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 8.10 by such Investor the Purchaser), ( b ii) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, information or ( c iii) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Purchaser may disclose confidential information (i) to its limited partners and advisory board, and attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder , or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law , provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure .

Appears in 3 contracts

Samples: Warrant Purchase Agreement (Abry Mezzanine Partners Lp), Warrant Purchase Agreement (SoftBrands, Inc.), Warrant Purchase Agreement (SoftBrands, Inc.)

Confidentiality. Each Investor Stockholder agrees that such Investor it will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor its investment in the Company) Company and its subsidiaries, any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company ’s intention to file a registration statement) , unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 any confidentiality obligation by such Investor Stockholder or its affiliates), (b) is or has been independently developed or conceived by the Investor such Stockholder without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the Investor such Stockholder by a third party (other than an Affiliate of such Stockholder) without a breach of any obligation of confidentiality obligations such third party may have to the Company Company that is known to such Stockholder; provided, however that, that an Investor a Stockholder may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals professional advisors to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii) to any prospective purchaser of any Registrable Securities Shares from such Investor, if Stockholder as long as such prospective purchaser agrees to be bound by the provisions of this Section 3.4; 4.2 as if a Stockholder, (iii) to any existing or prospective Affiliate, partner, member, stockholder limited partners, prospective partners or wholly owned subsidiary related investment fund of such Investor Stockholder and their respective directors, employees, consultants and representatives, in each case in the ordinary course of business, business (provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality recipients of such information; Confidential Information are subject to a customary confidentiality and non-disclosure obligation), (iv) as may be reasonably determined by such Stockholder to be necessary in connection with such Stockholder’s enforcement of its rights in connection with this Agreement or its investment in Company and its subsidiaries, or ( iv v) as may otherwise be required by law law or legal, judicial or regulatory process, provided that the Investor promptly notifies the Company of such disclosure and Stockholder takes reasonable steps to minimize the extent of any required disclosure described in this clause (v); and provided, further, that the acts and omissions of any Person to whom such required disclosure Stockholder may disclose confidential information pursuant to clauses (i) through (iii) of the preceding proviso shall be attributable to such Stockholder for purposes of determining such Stockholder’s compliance with this Section 4.2.

Appears in 3 contracts

Samples: Stockholders Agreement (CommScope Holding Company, Inc.), Stockholders Agreement (CommScope Holding Company, Inc.), Stockholders Agreement (CommScope Holding Company, Inc.)

Confidentiality. Each Investor Stockholder agrees that such Investor Stockholder will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than (x) to monitor its investment in the Company or (y) in the case that a Stockholder is an employee of the Company, to act on behalf of the Company in such Stockholder’s capacity as an employee of the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.1 by such Investor Stockholder), (b) is or has been independently developed or conceived by the Investor Stockholder without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the Investor Stockholder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor Stockholder may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Voting Securities from such Investor Stockholder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.1 provided that such prospective purchaser is not a Competitor; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor Stockholder in the ordinary course of business, provided that such Investor Stockholder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Stockholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Amended and Restated Stockholders Agreement (Centrexion Therapeutics Corp), Amended and Restated Stockholders Agreement (Centrexion Therapeutics Corp), Amended and Restated Stockholders Agreement (Centrexion Therapeutics Corp)

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Lender agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, disclose or use for any purpose (other than to monitor its investment in the Company) divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Transaction Documents, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 13 by such Investor Lender), (b) is or has been independently developed or conceived by the Investor such Lender without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor such Lender by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to such Lender prior to disclosure to the Lender by the Company; provided, however, that an Investor such Lender may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company professionals; (ii) to any prospective purchaser of any Registrable Securities from such Investor the Lender, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 keep such information confidential; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor Lender in the ordinary course of business, provided that such Investor the Lender informs such Person person that such information is confidential and directs such Person to maintain the confidentiality of such information confidential; or (iv) as may otherwise be required by law , provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure .

Appears in 3 contracts

Samples: Exchange Agreement (Phoenix Venture Fund LLC), Exchange Agreement (Phoenix Venture Fund LLC), Exchange Agreement (Communication Intelligence Corp)

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement the Transaction Documents (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 12 by such Investor Purchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to the Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor a Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 12; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor Purchaser in the ordinary course of business, provided that such Investor Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps and, if requested by the Company, reasonably cooperates with the Company at the Company’s expense to minimize the extent of any such required disclosure . Notwithstanding anything to the contrary herein, the confidentiality obligations of this Section 12 shall survive the termination of this Agreement.

Appears in 3 contracts

Samples: Series C Preferred Stock Purchase Agreement (Prides Capital Partners, LLC), Series C Preferred Stock Purchase Agreement (Princeton Review Inc), Series E Preferred Stock Purchase Agreement (Princeton Review Inc)

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement the Transaction Documents (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 13 by such Investor the Purchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach knowledge by the Purchaser of any obligation of confidentiality such third party may have owes to the Company with respect to the information or (d) was known to the Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company Company provided that the Purchaser informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; (ii) to any prospective purchaser of any Registrable Securities from such Investor the Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 13; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor the Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps and, if requested by the Company, reasonably cooperates with the Company at the Company’s sole expense to minimize the extent of any such required disclosure . Notwithstanding anything to the contrary herein, the confidentiality obligations of this Section 13 shall survive the termination of this Agreement. Notwithstanding the foregoing, the provisions of this Section 13 shall not apply after the 8-K Filing.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Ap Pharma Inc /De/)

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, the Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement the Transaction Documents (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 12 by such Investor the Purchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to the Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor the Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 12; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor the Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps and, if requested by the Company, reasonably cooperates with the Company at the Company’s expense to minimize the extent of any such required disclosure . Notwithstanding anything to the contrary herein, the confidentiality obligations of this Section 12 shall survive the termination of this Agreement.

Appears in 3 contracts

Samples: Series B Preferred Stock Purchase Agreement (Bain Capital Venture Integral Investors, LLC), Series C Preferred Stock Purchase Agreement (Edgar Online Inc), Series B Preferred Stock Purchase Agreement (Edgar Online Inc)

Confidentiality. Each The Investor agrees that such the Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.5 by such the Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an the Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such the Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder shareholder, or wholly owned subsidiary of such the Investor in the ordinary course of business, provided that such the Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 3 contracts

Samples: Rights Agreement (Oncobiologics, Inc.), Rights Agreement (Oncobiologics, Inc.), Rights Agreement (Oncobiologics, Inc.)

Confidentiality. Each (a) The Investor agrees that such Investor will shall keep confidential (x) all proprietary and will non-public information regarding the Company and its Subsidiaries received pursuant to Sections 1.3 or 1.4 or otherwise, (y) all “Information” (as defined in the Confidentiality Agreement) provided to the Investor or its representatives under the Confidentiality Agreement prior to the date hereof (notwithstanding the termination of the Confidentiality Agreement), and (z) all non-public information furnished or disclosed to or otherwise acquired by any Series B Director in such Person’s capacity as a Director (clauses (x), (y) and (z) collectively, “Confidential Information”), and in each case shall not disclose disclose or reveal any such information to any Person without the prior written consent of the Company, divulge, or use for any purpose ( other than those of its employees, officers, directors, First Tier Affiliates, attorneys, accountants and financial advisors (“Permitted Representatives”) who need to monitor its know such information for the purpose of evaluating, monitoring or taking any other action with respect to the investment by the Investor in the Company) any confidential information obtained from Common Shares or the Company pursuant Series B Share and shall cause those Permitted Representatives to observe the terms of this Agreement (including notice Section 1.5 and agree for the benefit of the Company’s intention Company to file do so (and any violation or breach of the terms of this Section 1.5 by any Permitted Representative shall be deemed a registration statement breach hereof by the Investor) . Notwithstanding the foregoing, unless no officer, employee or director of any Entity that is a Company Competitor shall be a Permitted Representative, and no Confidential Information shall be furnished or disclosed to any such confidential Company Competitor. (b) The Investor shall not, and shall cause its First Tier Affiliates and Permitted Representatives not to, use such proprietary and non-public information for any purpose other than in connection with evaluating, monitoring or taking any other action with respect to the investment by the Investor in the Common Shares or the Series B Share; provided, that nothing herein shall prevent the Investor or any of its Permitted Representatives from disclosing any such information that ( a 1) is known or becomes known generally available to the public in general ( other than as a result of a breach disclosure by the Investor or its Permitted Representatives in violation of this Section 3.4 1.5 or any other confidentiality agreement between the Company and the Investor or any of its Permitted Representatives or any other legal duty, fiduciary duty, or other duty of trust and confidence of the Investor, any of its Permitted Representatives, or any Series B Director, (2) was within the Investor’s or its Permitted Representative’s possession on a non-confidential basis prior to being furnished with such information (provided that the source of such information was not known by the Investor at the time of such Investor disclosure by the Investor or any of its Permitted Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to or other duty of trust and confidence to, the Company with respect to such information), ( b 3) is or has been was independently developed or conceived by the Investor without use of the Company’s confidential information any information furnished to Investor, any of its Permitted Representatives or any Series B Director, or ( 4) becomes available to the Investor or its Permitted Representative on a non-confidential basis from a source other than the Company (provided that such source is not known by the Investor at the time of such disclosure by the Investor or any of its Permitted Representatives to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to or other duty of trust and confidence to, the Company with respect to such information). (c) If any Confidential Information is required to be disclosed by applicable law or judicial order, then the Investor will notify the Company in writing and will cooperate with the Company if the Company elects to seek a protective order or other appropriate remedy with respect to such required disclosure. If no such protective order is obtained, and if Investor or any of its Permitted Representatives has been made known advised by legal counsel in writing that it is legally compelled to disclose any Confidential Information, then the Investor or disclosed such Permitted Representative may disclose such Confidential Information, but will furnish only that portion of the Confidential Information which Investor or is Permitted Representatives is advised by counsel is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information. (d) Upon the redemption of all of the Series B Shares and the termination of the Investor’s right to information under Section 1.4, the Investor shall return to the Company all written Confidential Information that has been provided to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals in lieu of being returned to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from Company such Confidential Information may be destroyed by Investor, if such prospective purchaser agrees to be bound by in which case Investor shall provide the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided Company with a written certification that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure written Confidential Information has been destroyed.

Appears in 2 contracts

Samples: Stockholder Agreement (Trident Microsystems Inc), Form of Stockholder Agreement (Trident Microsystems Inc)

Confidentiality. Each Investor agrees Holder acknowledges that such Investor will keep the information received by them pursuant to this Agreement may be confidential and for its use only, and it will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any such confidential information obtained from the Company pursuant to the terms of this Agreement (including notice in violation of the Company’s intention Exchange Act or reproduce, disclose or disseminate such information to file a registration statement) any other person, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.2 by such Investor Holder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor Holder may disclose confidential information (i) to its employees, attorneys, accountants, consultants, agents and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company Company or exercising its rights under this Agreement; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.2, provided that the Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business business and to the extent necessary, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Principia Biopharma Inc.), Rights Agreement (Principia Biopharma Inc.)

Confidentiality. Each Investor Holder agrees that such Investor will Holder shall keep confidential and will shall not disclose, divulge, disclose or use for any purpose (other than to monitor its investment in the Company) this Agreement and all Schedules and Exhibits hereto, the Financing Agreements, and all other documents delivered in connection with the Closing, and also any confidential confidential, proprietary, or secret information obtained that it has or may obtain from the Company pursuant to the terms of this Agreement (including notice of the Company ’s intention to file a registration statement) , unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 10 by such Investor Holder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company Company and negotiating the terms thereof; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 10; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, court order or subpoena, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Purchase Agreement (Cerulean Pharma Inc.), Purchase Agreement (Cerulean Pharma Inc.)

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3 by such Investor Holder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Investors Rights Agreement (LIGHTBRIDGE Corp), Investors Rights Agreement (LIGHTBRIDGE Corp)

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Investors’ Rights Agreement (including notice of the Company’s intention to file a registration statement Registration Statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.7 by such Investor Holder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a unless the Holder has knowledge that such disclosure is made in breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Holder may disclose confidential information (i) to its officers, directors, agents, employees, contractors, attorneys , investment advisors, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.7; (iii) to any then existing or prospective Affiliate, partner, member, stockholder shareholder, or wholly owned subsidiary Subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person agrees to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding this Subsection 3.7, no Holder shall be required to give notice to the Company in connection with (i) the selective disclosure of portfolio holdings and similar reporting obligations of a registered investment company and/or registered investment adviser as required by the Investment Company Act of 1940 or the Investment Advisers Act of 1940, as applicable, or (ii) pursuant to routine regulatory demands or examinations of a regulator. However, to the extent a regulator requires confidential information of the Company that is not pursuant to a routine regulatory demand or examination, each Holder shall, to the extent practicable, provide prompt notice of such disclosure to the Company. Further, the Company consents to disclosures made to the U.S. Securities and Exchange Commission and such other similar regulatory bodies in their routine exercise of regulatory authority over each Holder without having to comply with the provisions of this Subsection 3.7.

Appears in 2 contracts

Samples: Rights Agreement (BeiGene, Ltd.), Rights Agreement (BeiGene, Ltd.)

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3 by such Investor Holder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor any Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company evaluating whether to exercise any rights hereunder; (ii) to any prospective purchaser of any Registrable Securities from such Investor Holder, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Registration Rights Agreement (Dermavant Sciences LTD), Registration Rights Agreement (Urovant Sciences Ltd.)

Confidentiality. Each Investor (which term, solely for purposes of this Section 2.3, shall include Genethon) agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), Section 2 unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 2.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company , or (d) is possessed by Investor on a non-confidential basis from a source not subject to an obligation of confidentiality to the Company before receipt of such confidential information from the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, investment advisors (and sub-advisors) and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, limited partner, general partner, member, stockholder, stockholder or wholly owned subsidiary or prospective limited partner of such Investor in the ordinary course of business, provided that but only if such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or ( iv iii) as may otherwise be required by law law if the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; (iv) as required by any court or other governmental body, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure ; or (v) to comply with applicable law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority if the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company further acknowledges that certain of the Investors are in the business of venture capital investing and/or are investment funds and therefore review, and/or are advised by entities that review, the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company. Nothing in this Agreement shall in any way restrict or impair the ability of T. Rowe Price to report the investment of the T. Rowe Price Investors in the Company in accordance with applicable laws and regulations, without any requirement of prior notice to the Company.

Appears in 2 contracts

Samples: Rights Agreement (Audentes Therapeutics, Inc.), Rights Agreement (Audentes Therapeutics, Inc.)

Confidentiality. Each Investor agrees acknowledges that such Investor will keep the information received by them pursuant to this Agreement may be confidential and for its use only, and it will not disclose use such confidential information in violation of the Exchange Act or reproduce, divulge, disclose or use for disseminate such information to any purpose other person (other than its employees or agents having a need to monitor know the contents of such information, and its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement attorneys), unless such confidential information (a) is known or becomes known to except in connection with the public in general (other than as a result exercise of a breach of rights under this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company Agreement; provided, provided however, that an such Investor may disclose such proprietary or confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii ) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii ) to any existing or prospective Affiliate partner, affiliate, member, employee, stockholder or subsidiary or parent of such Investor as long as such partner, member, employee, stockholder, subsidiary or wholly owned subsidiary parent is advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions; (iii) at such time as it enters the public domain through no fault of such Investor; (iv) that is communicated to it free of any obligation of confidentiality; (v) that is developed by Investor in or its agents independently of and without reference to any confidential information communicated by the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information Company; or ( iv vi) as may otherwise be required by applicable law , provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure .

Appears in 2 contracts

Samples: Rights Agreement (Menlo Therapeutics, Inc.), Rights Agreement (Menlo Therapeutics, Inc.)

Confidentiality. Each Investor agrees and will cause any representative of the Investor to hold in confidence and trust and not use or disclose any information provided to or learned by it in connection with its rights under this Section 2, except that such Investor will keep confidential may disclose such information to any general partner, limited partner, member, subsidiary or parent (and will not disclose, divulge, or use their respective representatives) of such Investor for any the purpose (other than to monitor of evaluating its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information as long as (a) such general partner, limited partner, member, subsidiary or parent is known or becomes known to advised of the public in general (other than as a result of a breach confidentiality provisions of this Section 3.4 by such Investor), 2.2 and (b) is such Investor uses its commercially reasonable best efforts to ensure that such general partner, limited partner, member, subsidiary or has been independently developed or conceived by parent agrees to hold such information in confidence as provided herein. Notwithstanding the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided foregoing, however, that an the obligation of each Investor may disclose to hold information confidential information as provided herein or any other document or agreement relating thereto shall not prohibit such Investor from disclosing such information: (i) to its board of directors, investment advisers, attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company , provided that such persons agree to hold such information confidential as provided herein and in such provisions (as modified by this paragraph); (ii) to any prospective purchaser of any Registrable Securities from shares of the Company owned by such Investor, if Investor as long as such prospective purchaser agrees in writing to be bound by the confidentiality provisions of as provided herein or in such provisions (as modified by this Section 3.4 paragraph); (iii) to such Investor’s investment advisor or any existing investment companies managed by such Investor’s investment advisor, provided that such persons agree to hold such information confidential as provided herein or prospective Affiliate in such provisions (as modified by this paragraph); or (iv) as required by applicable law or regulation, partner regulatory body, member stock exchange, stockholder court or administrative order, or wholly owned subsidiary any listing or trading agreement concerning such Investor or the Company. Furthermore, nothing in this Section 2.2 shall restrict any Investor’s ability to disclose the existence or nature of its relationship with the Company, the nature or amount of its investment in securities of the Company or to provide its Affiliates with quarterly, annual or other reports and such other information about the Company prepared by such Investor in the ordinary course of its business, provided that said Investor takes commercially reasonable measures to ensure that any such Investor informs such Person that such information is Affiliates protect the confidential and directs such Person to maintain the confidentiality nature of such confidential information ; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure .

Appears in 2 contracts

Samples: Investor Rights Agreement (Conatus Pharmaceuticals Inc), Investor Rights Agreement (Conatus Pharmaceuticals Inc)

Confidentiality. Each Investor agrees and will cause any representative of the Investor to hold in confidence and trust and not use or disclose any information provided to or learned by it in connection with its rights under this Section 2, except that such Investor will keep confidential may disclose such information to any general partner, limited partner, member, subsidiary or parent (and will not disclose, divulge, or use their respective representatives) of such Investor for any the purpose (other than to monitor of evaluating its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information as long as (a) such general partner, limited partner, member, subsidiary or parent is known or becomes known to advised of the public in general (other than as a result of a breach confidentiality provisions of this Section 3.4 by such Investor), 2.3 and (b) is such Investor uses its commercially reasonable best efforts to ensure that such general partner, limited partner, member, subsidiary or has been independently developed parent holds such information in confidence and trust and will not use or conceived disclose any information provided to or learned by it except as required by law. Notwithstanding the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided foregoing, however, that an the obligation of each Investor may disclose to hold information confidential information as provided herein or any other document or agreement relating thereto shall not prohibit such Investor from disclosing such information: (i) to its board of directors, investment advisers, attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company , provided that such persons agree to hold such information confidential as provided herein and in such provisions (as modified by this paragraph); (ii) to any prospective purchaser of any Registrable Securities from shares of the Company owned by such Investor, if Investor as long as such prospective purchaser agrees in writing to be bound by the confidentiality provisions of as provided herein or in such provisions (as modified by this Section 3.4 paragraph); (iii) to such Investor’s investment advisor or any existing investment companies managed by such Investor’s investment advisor, provided that such persons agree to hold such information confidential as provided herein or prospective Affiliate in such provisions (as modified by this paragraph); or (iv) as required by applicable law or regulation, partner regulatory body, member stock exchange, stockholder court or administrative order, or wholly owned subsidiary any listing or trading agreement concerning such Investor or the Company. Furthermore, nothing in this Section 2.3 shall restrict any Investor’s ability to disclose the existence or nature of its relationship with the Company, the nature or amount of its investment in securities of the Company or to provide its affiliates with quarterly, annual or other reports and such other information about the Company prepared by such Investor in the ordinary course of its business, provided that said Investor takes commercially reasonable measures to ensure that any such Investor informs affiliates protect the confidential nature of such Person confidential information. The Company understands that the Investors are in the business of making investments in early stage companies involved in various life science fields and, therefore, engage in discussions with numerous entities that are seeking capital. The Residuals resulting from access to or work with such confidential information is confidential and directs such Person shall not be subject to maintain the confidentiality of such information; or (iv) as may otherwise be required and non-use obligations contained in this Agreement. For the purposes hereof, the term “Residuals” means know-how and experience gained from the information delivered by law, provided that the Investor promptly notifies the Company to the Investors hereunder, and retained in the unaided memories of such disclosure and takes reasonable steps the Investors without reference to minimize the extent of any such required disclosure material that is written, stored in magnetic, electronic or physical form or otherwise fixed. “Residuals” specifically excludes any works protected by patent.

Appears in 2 contracts

Samples: Investor Rights Agreement (Evoke Pharma Inc), Investor Rights Agreement (Evoke Pharma Inc)

Confidentiality. Each Investor agrees that such Investor he, she or it will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor its investment in the Company ) , any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company Confidential Information; provided, however, that an Investor may disclose confidential information Confidential Information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii) to any prospective purchaser of any Registrable Securities Shares from such Investor, if Investor as long as such prospective purchaser agrees to be bound by terms of a confidentiality agreement reasonably approved by the provisions of this Section 3.4; Company, (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary Affiliated Party of such Investor in the ordinary course of business Investor, provided that such Investor informs such Person that such information party is confidential and directs such Person obligated not to maintain disclose, divulge or use any Confidential Information to the confidentiality of such information; same extent as the Investors, or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, such information shall not be deemed confidential for the purpose of enforcing this Agreement.

Appears in 2 contracts

Samples: Amended and Restated Investor Rights Agreement (Ocular Therapeutix, Inc), Amended and Restated Investor Rights Agreement (Ocular Therapeutix, Inc)

Confidentiality. Each Investor agrees that such Investor it will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor monitor, report on (including to its investors, lenders and/or limited partners) or manage its investment in the Company ) , any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Confidential Information, unless such confidential information Confidential Information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor 8.4), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, Confidential Information or (c) is or has been made known or disclosed to the Investor by a third party without a unless at the time of the proposed disclosure by such party, the Investor has knowledge that the disclosure was made to such party in breach of any an obligation of confidentiality such third party may have had to the Company; provided, however, that an each Investor may disclose confidential information Confidential Information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business affiliate, provided that the Confidential Information is disclosed on a confidential basis to such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; affiliate, or ( iv iii) as may otherwise be required by law, legal process or regulatory requirements, provided that the Investor promptly notifies the Company of such disclosure and it takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Lululemon Athletica Inc.), Agreement and Plan of Reorganization (Lululemon Corp.)

Confidentiality. Each Investor agrees that such Investor it will keep confidential and will not disclose, divulge, use (except in connection with the evaluation or use for any purpose (other than to monitor monitoring of its investment in or its representative’s service on the Board of Directors of the Company ) ), disclose or divulge for a period of three years after receipt of any confidential information regarding the Company and its business which such Investor obtained from the Company pursuant to the terms of this Agreement (including notice Section 2 of the Company’s intention Prior Agreement, and which the Company has marked or otherwise specifically identified to file a registration statement) the Investor as being confidential either orally or in writing, unless such confidential information (a) is known known, or until such information becomes known known, to the public in through no fault of such Investor or its agents, or unless the Board of Directors, Chief Executive Officer, President or General Counsel of the Company gives his or her written consent to the Investor’s release of such information, except that no such written consent shall be required (and the Investor shall be free to release such information) if such information is to be provided to the Investor’s counsel or accountant, or to an officer, director, general (other than as a result partner, limited partner, stockholder, investment counselor or advisor of a breach of this Section 3.4 by an Investor or such Investor ), (b) is or has been independently developed or conceived by the Investor without use of the Company ’s confidential information Affiliate, or (c) is or has been made known or disclosed to the Investor by a third party without a breach employee of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from or such Investor ’s Affiliate with a need to know such information; provided that any such counsel, if such prospective purchaser agrees accountant, officer, director, general partner, limited partner, stockholder, investment counselor or advisor, or employee is subject to be bound by confidentiality obligations no less restrictive in any material respects than the provisions of this Section 3.4; 2. Notwithstanding the foregoing, this Section 2 shall not apply ( iii a) to any existing or prospective Affiliate information which an Investor learns from a third party with the right to make such disclosure, partner, member, stockholder, or wholly owned subsidiary of provided such Investor complies with the restrictions imposed by the third party, (b) to information which is in an Investor’s possession prior to the ordinary course time of business disclosure by the Company and not acquired by such Investor under a confidentiality obligation, (c) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) an Investor is required to disclose such information by law or a governmental regulatory authority, (d) to the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) an Investor is required to disclose such information by court order, (e) to general and summary information disclosed to an Investor’s or such Investor’s Affiliates’ general partners, limited partners, members, and/or stockholders in such Investor’s or such Affiliates’ periodic reporting to such parties or to an Investor’s or such Investor’s Affiliates’ prospective investors in such Investor’s or such Affiliates’ marketing activities, in a manner consistent with the custom and practice of the private venture capital and/or private equity industries, provided that such Investor informs or such Person Affiliate advise such parties that the information disclosed is confidential, and provided further that the information disclosed does not include any proprietary information of the Company, and (f) to an Investor’s disclosure of the fact that such information is confidential Investor has made an investment in the Company, the amount and directs such Person to maintain general nature thereof, the confidentiality identity of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies Investor’s co-investors in the Company if previously disclosed by the Company or such co-investor, and to such Investor’s disclosure of such disclosure the general business and takes reasonable steps to minimize goals of the extent of any such required disclosure Company.

Appears in 2 contracts

Samples: Investor Rights Agreement (Jazz Pharmaceuticals Inc), Investor Rights Agreement (Jazz Pharmaceuticals Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, disclose or use for any purpose (other than to monitor its investment in the Company) divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4 ; , (iii) to any existing or prospective Affiliate, partner, limited partner, member, stockholder shareholder, or wholly owned subsidiary of such Investor or its Affiliates in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information ; , or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Kiniksa Pharmaceuticals, Ltd.), Rights Agreement (Kiniksa Pharmaceuticals, Ltd.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, disclose or divulge or use for any purpose (other than to monitor monitoring its investment or in connection with the Company exercise or enforcement of its rights under this Agreement) any confidential information obtained from the Company or RevolutionCare pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 1.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company Company and/or RevolutionCare, as applicable; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company Company or in connection with the exercise or enforcement of its rights under this Agreement; (ii) to any prospective purchaser of any Registrable Securities securities of the Company from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 1.3; (iii) to any existing or prospective Affiliate affiliate, partner, manager, member, officer, director, stockholder , parent, or wholly owned subsidiary of such Investor, or current or prospective investors in or lenders to such Investor or its affiliates, in each case in the ordinary course of business, provided that (A) such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information information and (B) such Person (in the case of any such current or prospective investors in or lenders to such Investor or its affiliates) agrees to be bound by the provisions of this Section 1.3; or (iv) as may otherwise be required by law, rule, regulation, or court order or other governmental authority, provided that the Investor promptly notifies the Company or RevolutionCare, as applicable, of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . The Company acknowledges that certain of the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company.

Appears in 2 contracts

Samples: Investor Rights Agreement (Tabula Rasa HealthCare, Inc.), Investor Rights Agreement (Tabula Rasa HealthCare, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, in the case of any Fidelity Investor, Baillie Gifford Investor, BlackRock Investor or CapRe Investor, such Investor may identify the Company and the value of such Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies and respond to examinations, demands, requests or reporting requirements of a regulatory authority without prior notice to or consent from the Company.

Appears in 2 contracts

Samples: Rights Agreement (Rubius Therapeutics, Inc.), Rights Agreement (Rubius Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that (1) each Investor that is a limited partnership or limited liability company may disclose such proprietary or confidential information to any former partners or members who retained an economic interest in such Investor, current or prospective partner of the partnership or any subsequent partnership under common investment management, limited partner, general partner, member or management company of such Investor (or any employee or representative of any of the foregoing); provided, that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information, (2) an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; Subsection 3.5, (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business ; provided, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; information or (iv) as may otherwise be required by law ; provided, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure disclosure and (3) each Investor that is a registered investment company within the meaning of the Investment Company Act, may make disclosures consistent with such Investor’s required investment reporting practices. The obligations of an Investor under this Subsection 3.5 shall terminate two (2) years after the earlier of: (x) such time as the Investor no longer holds any shares of Preferred Stock and (y) a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation.

Appears in 2 contracts

Samples: Rights Agreement (Harmony Biosciences Holdings, Inc.), Rights Agreement (Harmony Biosciences Holdings, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its such Investor’s investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information ( a x) is known or becomes known to the public in general (other than as a result of a breach or violation by such Investor or any of its Affiliates or representatives of this Section 3.4 by such Investor or any other non-use or confidentiality obligation), ( b y) is or has been independently developed or conceived by the such Investor without use of, derivation from, reference to or reliance upon any of the Company’s confidential information information and without violating any of the confidentiality obligations hereunder or any other non-use or confidentiality obligation, or ( c z) is or has been made known or disclosed to the such Investor by a third party without a breach of any legal, fiduciary, contractual or other obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose the Company’s confidential information (i) to its such Investor’s attorneys, accountants, consultants, advisors and other professionals to the extent necessary to obtain their services in connection with monitoring its such Investor’s investment in the Company ; , provided that such Investor informs each such individual that such information is confidential and that by receiving such information such individual is agreeing to maintain the confidentiality of such information, (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, current and prospective partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information ; , (iii) with prior notification to the Company, to any prospective purchaser of any Registrable Securities from such Investor, provided that such prospective purchaser agrees, in writing, to be bound by provisions not less restrictive than those set forth in this Section 3.4, or (iv) as may otherwise be required by applicable law, provided that the such Investor promptly notifies delivers to the Company advance written notice of such disclosure and takes exercises commercially reasonable steps efforts to minimize the extent of any such required disclosure disclosure and obtain assurance that confidential treatment will be accorded to the disclosed information.

Appears in 2 contracts

Samples: Rights Agreement (4D Molecular Therapeutics Inc.), Rights Agreement (4D Molecular Therapeutics Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor its investment in the Company ) , any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Agreement, unless such confidential information ( a i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.2 by such Investor), ( b ii) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, information or ( c iii) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information ( i a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , ( ii b) to any prospective purchaser investor of any Registrable Securities from such Investor, if Investor as long as such prospective purchaser investor agrees to be bound by the provisions of this Section 3.4; 3.2 or executes a similar confidentiality agreement, ( iii c) to any existing or prospective Affiliate, partner, member, stockholder, prospective investor or acquirer or wholly owned subsidiary of such Investor in or such other person with whom Investor is considering entering into a strategic relationship as long as such person agrees to be bound by the ordinary course provisions of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the this Section 3.2 or executes a similar confidentiality of such information; agreement or ( iv d) as may otherwise be required by law law (including without limitation disclosure of financial and other information required to be made in regulatory filings by Arrowhead), provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . The Company acknowledges that the Investors may be in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

Appears in 2 contracts

Samples: Rights Agreement (Arrowhead Research Corp), Rights Agreement (Arrowhead Research Corp)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose ( purpose, other than to monitor its investment in the Company ) , any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) Agreement, unless such confidential information ( a i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), ( b ii) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, information or ( c iii) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information ( i a) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company ; , ( ii b) to any prospective purchaser investor of any Registrable Securities from such Investor, if Investor as long as such prospective purchaser investor agrees to be bound by the provisions of this Section 3.4 ; , ( iii c) to any existing or prospective Affiliate , financing source, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or ( iv d) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (ADESTO TECHNOLOGIES Corp), Rights Agreement (ADESTO TECHNOLOGIES Corp)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor in connection with its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality known by the Investor to be owing by such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities or Preferred Stock from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary subsidiary, or financing sources of such Investor in the ordinary course of business Investor, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information (and, in the case of a prospective Affiliate, partner, member, stockholder, wholly owned subsidiary, or financing source, is bound by a confidentiality agreement no less restrictive than this Section 3.5 with respect to such information ); or (iv ) (A) as may otherwise be required by law law or under the terms of a subpoena, provided order, or other document issued by a court, governmental body, or stock exchange, in each case based on the opinion of such Investor’s counsel, or (B) in connection with any judicial or administrative proceeding (including in response to questions, interrogatories, and/or requests for information and/or documents) in which such Investor is involved, provided, in each case (A) and (B), that the Investor promptly notifies the Company of such disclosure. The Company acknowledges that (i) Deerfield and its Affiliates (which include, for purposes hereof, any professional investment funds managed by Deerfield or any of its Affiliates) are engaged in the business of public market and private equity investing and may from time to time invest in entities that develop and utilize technologies, products or services that are similar to or competitive with those of the Company, and (ii) except insofar as this Agreement restricts the disclosure of the confidential information, this Agreement shall not prevent Deerfield or its Affiliates from (a) engaging in or operating any business, (b) entering into any agreement or business relationship with any third party, or (c) evaluating or engaging in investment discussions with, or investing in, any third party, whether or not competitive with the Company or its Affiliates. The Company acknowledges that Deerfield’s review of confidential information will inevitably enhance its knowledge and takes reasonable steps understanding of the business of the Company in a way that cannot be separated from Deerfield’s other knowledge and Company agrees that this Agreement shall not restrict Deerfield in connection with the purchase, sale, consideration of, and decisions related to minimize other investments and serving on the extent boards of such investments in such industries. The Company acknowledges that Deerfield or its Affiliates’ directors, officers or employees may serve as directors of portfolio companies of investment funds managed by Deerfield, and the Company agrees that such portfolio companies will not be deemed to have received confidential information solely because any such required disclosure individual serves on the board of such portfolio company, provided that (i) such individual or Deerfield or any Affiliate has not provided such portfolio company or any other director, officer, employee or other representative of such portfolio company with confidential information and (ii) such portfolio company does not act at the direction of or with encouragement from Deerfield. Furthermore, nothing in this Agreement will be construed as a representation or agreement that Deerfield or its Affiliates will not develop, receive or otherwise possess ideas, plans or other information which may be similar to that embodied in the confidential information, provided that such ideas, plans or other information has not been prepared in reliance upon or otherwise using the confidential information or otherwise in violation of this Section 3.5. The Company further acknowledges that Deerfield does not want to receive any material non-public information with respect to any publicly-traded company, and the Company agrees that it will use reasonable efforts not to disclose any such information to Deerfield.

Appears in 2 contracts

Samples: Rights Agreement (Schrodinger, Inc.), Rights Agreement (Schrodinger, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company Company or exercise its rights under this Agreement) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 2.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company , if such professionals agree to be bound by the provisions of this Section 2.3; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 2.3; (iii) to any existing or prospective Affiliate affiliated entity or person, including, any partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that if such Investor informs such Person that such information is confidential and directs such Person prospective purchaser agrees to maintain be bound by the confidentiality provisions of such information this Section 2.3; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . For the avoidance of doubt, each Investor shall be responsible for any breach of this Section 2.3 by any other person or entity to which it is permitted to disclose any Confidential Information pursuant to this Section 2.3. Notwithstanding the foregoing, or any other provision in this Agreement or any other agreement between an Investor that is a venture capital fund and the Company, the Company understands and agrees that such Investors and their representatives are in the business of evaluating technologies and the potential development plans of a large number of companies. In the course of their respective businesses, such Investors are provided access to a variety of, and a steady stream of information regarding, many companies’ business plans, ideas and projections. Accordingly, the Company acknowledges that any such Investor, its representatives and its affiliates may have in the past or may in the future hold discussions with, evaluate an investment in or develop an investment relationship with one or more companies who could be deemed to be competitive with the Company. Therefore, the use of confidential information, to the extent such use is confined to the employees or representatives of such Investor, in evaluating, making or managing such investments or investment relationships shall not be deemed to be a violation of this Agreement.

Appears in 2 contracts

Samples: Rights Agreement (Aclaris Therapeutics, Inc.), Rights Agreement (Aclaris Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company or for the benefit of the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 2.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals and representative to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) subject to receipt of the Company’s prior written consent (not to be unreasonably withheld), to any prospective purchaser of any Registrable Securities that is not a competitor of the Company from such Investor, if such prospective purchaser agrees in writing for the benefit of the Company to be bound by the provisions of this Section 3.4 2.5; (iii) to any existing or prospective Affiliate Affiliated Fund, partner (and partners of such partner ), member, stockholder , affiliate, or wholly owned subsidiary of such Investor in the ordinary course of business, business (provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality Persons shall be otherwise bound by an obligation of such information confidentiality); or (iv) as may otherwise be required by law . Notwithstanding the foregoing, provided that in the case of any Wellington Investor, such Wellington Investor promptly notifies may identify the Company and the value of such Wellington Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies and takes reasonable steps respond to minimize routine examinations, demands, requests or reporting requirements of a regulator without prior notice to or consent from the extent of any such required disclosure Company.

Appears in 2 contracts

Samples: Rights Agreement (Trade Desk, Inc.), Rights Agreement (Trade Desk, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company or in accordance with a separate confidentiality agreement entered into by such Investor and the Company) any confidential information previously obtained from the Company or otherwise obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 4.11 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 4.11; (iii) to any existing or prospective Affiliate affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Amended and Restated Investor Rights Agreement (Fate Therapeutics Inc), Amended and Restated Investor Rights Agreement (Fate Therapeutics Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company by virtue of such Investor’s status as a stockholder or pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv ) to the extent required in connection with any routine or periodic examination or similar process by any regulatory or self-regulatory body or authority not specifically directed at the Company or the confidential information obtained from the Company pursuant to the terms of the Agreement, including, without limitation, quarterly or annual reports; (v) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure ; or (vi) with respect to an Investor that is a registered investment company within the meaning of the InvestmentCompany Act of 1940, as amended, or an Affiliate thereof, in connection with its required investment reporting practices.

Appears in 2 contracts

Samples: Rights Agreement (Akouos, Inc.), Rights Agreement (Akouos, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including any information provided by the Company pursuant to Section 2.14 and notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 subsection by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or ( iv iii) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Amended and Restated Registration Rights Agreement (Avidity Biosciences, Inc.), Amended and Restated Registration Rights Agreement (Avidity Biosciences, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including any notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 Subsection 3.1 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities Common Shares from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.1; (iii) to any existing or prospective Affiliate, partner, member, stockholder, current or prospective investor or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law law or at the request of any governmental or regulatory authority, provided that that, if legally permitted, the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . In the case of (i), (ii), and (iii) in the preceding sentence, such Investor designating such representative shall be liable to the Company for any use or disclosure of the confidential information in violation of the terms of this Agreement by its designee.

Appears in 2 contracts

Samples: Registration Rights Agreement (Deciphera Pharmaceuticals, Inc.), Registration Rights Agreement (Deciphera Pharmaceuticals, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company ’s 's intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company ’s 's confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Cerecor Inc.), Rights Agreement (Cerecor Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement Registration Statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 7.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 7.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder shareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . . -14- ARTICLE VIII. RIGHTS AND RESTRICTIONS REGARDING SHARE TRANSFERS

Appears in 2 contracts

Samples: Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a prospectus or registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company Company or, to the extent necessary in connection with an Investor’s tax filings, financial reporting or accounting matters (including any required filings with the SEC); (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing Affiliate, or current or prospective Affiliate, partner, member, member or stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business , or in connection with fund raising activity or reporting activity of the kind customarily provided with respect to investment activity that is undertaken in the ordinary course of the business of the Investor, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Decipher Biosciences, Inc.), Rights Agreement (Decipher Biosciences, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement statement or any information provided in connection with a request for a waiver under or an amendment of any term of this Agreement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if provided that prior to such disclosure such prospective purchaser agrees has agreed to be bound by to provisions which are the same or substantially similar to the provisions of this Section 3.4 Subsection 3.4 (and further provided such purchaser is not a Competitor); (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Stockholders Agreement (Atea Pharmaceuticals, Inc.), Stockholders Agreement (Atea Pharmaceuticals, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement ) ) or otherwise furnished by or on behalf of the Company to such Investor in connection with its investment in the Company or in such Investor’s capacity as a stockholder of the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information information: (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser purchaser, approved in advance by the Board (such approval not to be unreasonably withheld), of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided provided, that such Investor informs such Person that such information is confidential and directs requires such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided provided, that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . The Company shall not be required to comply with any information or inspection rights of this Section 3 in respect of any Holder whom the Board has reasonably determined is a competitor of the Company, further provided, that IVP and NEA and theirrespective Affiliates will not be deemed a competitor based solely upon investments in other portfolio companies.

Appears in 2 contracts

Samples: Rights Agreement (Casper Sleep Inc.), Rights Agreement (Casper Sleep Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the general public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner (and partners of such partner ), member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, in the case of any Advisory Investor, such Advisory Investor may identify the Company and the value of such Advisory Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations and respond to routine examinations, demands, requests or reporting requirements of a regulator; provided that in the case of demands or requests of a regulator the Advisory Investor gives the Company (to the extent permitted by applicable law) prompt written notice following the Advisory Investor’s disclosure of such confidential information.

Appears in 2 contracts

Samples: Rights Agreement (Moderna, Inc.), Rights Agreement (Moderna, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 2.14 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser is not a competitor to the Company (as determined in good faith by the Company’s Board of Directors) agrees to be bound by the provisions of this Section 3.4 2.14; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . The covenants set forth in this Section 2.14 shall terminate and be of no further force or effect upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation.

Appears in 2 contracts

Samples: Rights Agreement (ZS Pharma, Inc.), Rights Agreement (ZS Pharma, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 2.6 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 2.6; (iii) to any existing or prospective Affiliate affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure ; and provided, further, that the Company acknowledges that Foresite is in the business of venture capital investing and therefore reviews the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company, and nothing in this Agreement shall preclude or in any way restrict Foresite from investigating, investing, advising or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company, as long as Foresite complies with its obligations under this Section 2.6.

Appears in 2 contracts

Samples: Rights Agreement (Karyopharm Therapeutics Inc.), Rights Agreement (Karyopharm Therapeutics Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 Subsection 3.6; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . The Company shall not publicly disclose (on its website, in a press release or other similar public disclosure) the name of SCubed Capital, LLC, Sobrato Family Holdings, LLC, Harvard Management Private Equity Corporation, PH Investments, LLC, Portland RevMed EP, LLC, Portland RevMed PIA, LLC or Fifth Avenue Private Equity 14 LLC, or any of their Affiliates, or that any such Investor (or any Affiliate of such Investor) is a stockholder of the Company without the prior written consent of such Investor, except as required by law, rule, regulation or listing standard; provided, that any consent to public disclosure by an Investor shall be deemed to be consent to other disclosures that are substantially consistent with such other public disclosure to which such Investor has previously consented, unless indicated otherwise by such Investor.

Appears in 2 contracts

Samples: Rights Agreement (Revolution Medicines, Inc.), Rights Agreement (Revolution Medicines, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Dova Pharmaceuticals, Inc.), Rights Agreement (Arrowhead Research Corp)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any existing or prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law law or pursuant to regulatory requests, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, nothing in this Section 3.4 shall restrict the ability of any Investor that is an investment fund to disclose the existence and nature of its relationship with the Company to its affiliates, members or partners, or to provide its affiliates, members, limited partners or partners with periodic reports and such other financial information about the Company prepared by such Investor in the ordinary course of its business.

Appears in 2 contracts

Samples: Rights Agreement (Zendesk, Inc.), Rights Agreement (Zendesk, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company , or (d) is demonstrated by the Investor to have been in the Investor’s possession free of any obligation of confidence at the time it was communicated to the Investor; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) at any time after the expiration of such Investor’s obligations under Section 3.5, to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.4 or other substantially similar confidentiality provisions; (iii) to any existing or prospective Affiliate partner, retired partner, member, stockholder, other Affiliate or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, law provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . The Company acknowledges that certain of the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The non-use restrictions set forth herein shall not apply to an Investor’s use of ideas, concepts and know-how of a nature that is broadly applicable to companies other than the Company or to the Company’s industry in general, which ideas, concepts and know-how are known by the Investor prior to, or developed or learned by the Investor in the course of the Investor’s review of the confidential information disclosed hereunder and mentally retained in the unaided memory of the Investor (and not intentionally memorized for the purpose of later recording or use).

Appears in 2 contracts

Samples: Rights Agreement (Tremor Video Inc.), Rights Agreement (Tremor Video Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or ( c a) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) after approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld, conditioned or delayed), to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs requires such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law law (or as requested by foreign regulatory authority having jurisdiction over such Investor or its Affiliates, including any stock exchange to which the Investor or its Affiliates is subject or submits), provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Livongo Health, Inc.), Rights Agreement (Livongo Health, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, advisors and other professionals (collectively, “Representatives”) to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) in the ordinary course of business to any existing or prospective prospective, direct or indirect, Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in and any Representatives, employees or Affiliates of any of the ordinary course of business foregoing, provided that such Investor informs any such Person recipient that such information is confidential and directs such Person recipient to maintain the confidentiality of such information information (each of the foregoing Persons, a “Permitted Disclosee”); or (iv) as may otherwise be required by law law or securities exchange regulations or at the request of a regulatory authority, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Furthermore, nothing contained herein shall prevent any Investor or any Permitted Disclosee from entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Investor or Permitted Disclosee does not, except as permitted in accordance with this Section 3.4, disclose any proprietary or confidential information of the Company in connection with such activities; and provided further, each Investor may identify the Company and the value of such Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies and respond to routine examinations, demands, requests or reporting requirements of any regulator without prior notice to or consent from the Company.

Appears in 2 contracts

Samples: Rights Agreement (Magenta Therapeutics, Inc.), Rights Agreement (Magenta Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder equityholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (ElectroCore, LLC), Rights Agreement (ElectroCore, LLC)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.4 and provided that such prospective purchaser could not reasonably be deemed a competitor of the Company; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Care.com Inc), Rights Agreement (Care.com Inc)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law , provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure .

Appears in 2 contracts

Samples: Investor Agreement (Phoenix Footwear Group Inc), Investor Agreement (Riedman Corp)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Company agrees not to divulge any confidential information to any Investor without such Investor’s prior consent.

Appears in 2 contracts

Samples: Rights Agreement (Coupon Express, Inc.), Rights Agreement (Coupon Express, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that (to the extent permitted by applicable law) the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Arcadia Biosciences, Inc.), Rights Agreement (Arcadia Biosciences, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, nothing contained herein shall prevent any Investor that is an “investment company” (as defined in the Investment Company Act of 1940) from making such disclosures regarding its holdings and values as deemed necessary or appropriate, consistent with past practice.

Appears in 2 contracts

Samples: Rights Agreement (MongoDB, Inc.), Rights Agreement (MongoDB, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure ; provided, further, that any Investor which is a regulated investment company pursuant to the Investment Company Act of 1940 (the “1940 Act”) shall be permitted to make disclosures consistent with such Investor’s policies, procedures and practices.

Appears in 2 contracts

Samples: Rights Agreement (Cloudflare, Inc.), Rights Agreement (Cloudflare, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Specified Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (SEAVI Advent Equity v (A)), Rights Agreement (Sinocom Pharmaceutical, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with connectionwith monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Rights Agreement (Applied Therapeutics Inc.), Rights Agreement (Applied Therapeutics Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information ( i d) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; ( ii e) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; ( iii f) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or ( iv g) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Appears in 2 contracts

Samples: Noncompetition and Nonsolicitation Agreement, Rights Agreement (Beam Therapeutics Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, advisors and other professionals (collectively, “Representatives”) to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) in the ordinary course of business to any existing or prospective prospective, direct or indirect, Affiliate of such Investor or any existing or prospective, direct or indirect, investor in any fund or vehicle managed by such Investor or an Affiliate, or any partner, member, stockholder, or wholly owned subsidiary of such Investor in and any Representatives, employees or Affiliates of any of the ordinary course of business foregoing, provided that such Investor informs any such Person recipient that such information is confidential and directs such Person recipient to maintain the confidentiality of such information; or (iv) as may otherwise be required by law law or securities exchange regulations or at the request of a regulatory authority, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure ; or (v) in the case of SoftBank, and without limiting the foregoing to the following: (A) the manager and sub-advisers of SoftBank, (B) the general partner of SoftBank, (C) the committees of SoftBank Investment Advisers (US) Inc. and SoftBank Investment Advisers (UK), Ltd., (D) SoftBank’s existing and prospective limited partners, and (E) existing and prospective lenders to SoftBank or its Affiliates.

Appears in 2 contracts

Samples: Rights Agreement (Relay Therapeutics, Inc.), Rights Agreement (Relay Therapeutics, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, Investor if (x) such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5 and (y) such prospective purchaser is not, in the reasonable judgment of the Board of Directors, a competitor of the Company; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, the Investors and their respective Affiliates may display the Company’s name and/or corporate logo on their respective websites and in their respective marketing materials and may publicly disclose the existence of their investment in the Company (including in response to press or trade inquiries).

Appears in 2 contracts

Samples: Rights Agreement (Yext, Inc.), Rights Agreement (Yext, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner (and partners of such partner ), member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . Notwithstanding the foregoing, in the case of any Wellington Investor, such Wellington Investor may identify the Company and the value of such Wellington Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies and respond to routine examinations, demands, requests or reporting requirements of a regulator without prior notice to or consent from the Company. For avoidance of doubt, nothing contained in this Section 3.5 shall in any way restrict or impair the obligations of Fidelity to report the investment of its advisory clients (as Investors hereunder) in the Company in accordance with applicable laws and regulations, without any requirement of prior notice to the Company.

Appears in 2 contracts

Samples: Rights Agreement (Allena Pharmaceuticals, Inc.), Rights Agreement (Allena Pharmaceuticals, Inc.)

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure . The Company acknowledges that certain of the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company.

Appears in 2 contracts

Samples: Rights Agreement (Cara Therapeutics, Inc.), Rights Agreement (Zafgen, Inc.)