DISCLOSURE AND TRADING Sample Clauses

DISCLOSURE AND TRADING. The Shareholder hereby covenants and agrees that upon receipt of the disclosure of a Strategic Transaction Proposal or a Community West Acquisition Transaction (as those terms are defined in the Agreement), Shareholder shall maintain the confidentiality of all non-public information regarding the Strategic Transaction Proposal or the Community West Acquisition Transaction to the same extent required by the parties to any such transaction under the terms of any confidentiality agreement to which those parties are bound and to refrain from trading in securities of Community West, Palomar, any subsidiary thereof or any other party to the Strategic Transaction Proposal or Community West Acquisition Transaction until the earlier of: (i) full public disclosure of such non-public information has been made and trading in the subject securities would not be a violation of applicable securities laws, or (ii) the Strategic Transaction Proposal or Community West Acquisition Transaction has been terminated or has expired by its terms and disclosure of such non-public information is permitted under the terms of any agreement regarding the transaction and trading in the subject securities would not be a violation of applicable securities laws.
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DISCLOSURE AND TRADING. (a) No later than the Effective Time, the Company shall cause the ADSs to be registered with the Commission under Section 13 of the Exchange Act. During the period from the Effective Time until the third (3rd) anniversary of the Effective Time, except in the event of a deregistration as a result of any Sale of Company permitted under Section 3(a), the Company shall maintain the registration of, ADSs with the Commission under Section 13 of the Exchange Act and shall timely file all reports, statements or other forms, and cause its directors and executive officers to timely file all reports, statements or other forms, required to be filed by it or them as a result of the ADSs being registered with the Commission under Section 13 of the Exchange Act.
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DISCLOSURE AND TRADING. Upon receipt of the disclosure by WSB of a WSB Strategic Transaction Proposal (as that term is defined in Section 6.6(a) hereof) involving WSB or any subsidiary thereof or a WSB Acquisition Transaction (as that term is defined in Section 6.6(c) hereof), MVB, its executive officers and directors shall, and each hereby agrees to, maintain the confidentiality of all non-public information regarding the WSB Strategic Transaction Proposal involving WSB or any subsidiary thereof or the WSB Acquisition Transaction to the same extent as required of WSB and/or any subsidiary thereof under the terms of any confidentiality agreement to which WSB and/or any subsidiary is a party or is bound and to refrain from trading in WSB Stock, MVB Stock and the securities of the party or parties to the WSB Strategic Transaction Proposal or the WSB Acquisition Transaction until the earlier of: (i) full public disclosure of such non-public information has been made and trading in the subject securities would not be a violation of applicable securities laws; or (ii) the WSB Strategic Transaction Proposal or the WSB Acquisition Transaction has been terminated or has expired by its terms and disclosure of such non-public information is permitted under the terms of any agreement regarding the transaction and trading in the subject securities would not be a violation of applicable securities laws.
Sample 1
DISCLOSURE AND TRADING. Upon receipt of the disclosure by MVB of a MVB Strategic Transaction Proposal involving MVB, WSB, its executive officers and directors shall, and each hereby agrees to, maintain the confidentiality of all non-public information regarding the MVB Strategic Transaction Proposal involving MVB to the same extent as required of MVB under the terms of any confidentiality agreement to which MVB is a party or is bound and to refrain from trading in WSB Stock, MVB Stock and the securities of the party or parties to the MVB Strategic Transaction Proposal until the earlier of: (i) full public disclosure of such non-public information has been made and trading in the subject securities would not be a violation of applicable securities laws; or (ii) the MVB Strategic Transaction Proposal has been terminated or has expired by its terms and disclosure of such non-public information is permitted under the terms of any agreement regarding the transaction and trading in the subject securities would not be a violation of applicable securities laws.
Sample 1
DISCLOSURE AND TRADING. Upon receipt of the disclosure by ------------------------ Community West of a Strategic Transaction Proposal involving Community West or any subsidiary thereof or a Community West Acquisition Transaction (as that term is defined in Section 6.4(c) hereof), Palomar, its executive officers and directors shall, and each hereby agrees to, maintain the confidentiality of all non-public information regarding the Strategic Transaction Proposal involving Community West or any subsidiary thereof or the Community West Acquisition Transaction to the same extent so required of Community West and/or any subsidiary thereof under the terms of any confidentiality agreement to which Community West and/or any subsidiary is a party or is bound and to refrain from --- trading in Community West Stock, Palomar Stock and the securities of the party or parties to the Strategic Transaction Proposal or the Community West Acquisition Transaction until the earlier of: (i) full public disclosure of such non-public information has been made and trading in the subject securities would not be a violation of applicable securities laws, or (ii) the Strategic Transaction Proposal or Community West Acquisition Transaction has been terminated or has expired by its terms and disclosure of such non-public information is permitted under the terms of any agreement regarding the transaction and trading in the subject securities would not be a violation of applicable securities laws.
Sample 1
DISCLOSURE AND TRADING. Upon receipt of the disclosure by Palomar ----------------------- of a Strategic Transaction Proposal involving Palomar or any subsidiary thereof, Community West, its executive officers and directors shall, and each hereby agrees to, maintain the confidentiality of all non-public information regarding the Strategic Transaction Proposal involving Palomar or any subsidiary thereof to the same extent so required of Palomar and/or any subsidiary thereof under the terms of any confidentiality agreement to which Palomar and/or any subsidiary is a party or is bound and to refrain from trading in Community West --- Stock, Palomar Stock and the securities of the party or parties to the Strategic Transaction Proposal until the earlier of: (i) full public disclosure of such non-public information has been made and trading in the subject securities would not be a violation of all applicable securities laws, or (ii) the Strategic Transaction Proposal has been terminated or has expired by its terms and disclosure of such non-public information is permitted under the terms of any agreement regarding the transaction and trading in the subject securities would not be a violation of applicable securities laws.
Sample 1
DISCLOSURE AND TRADING. Upon receipt of the disclosure by VIBC of a Strategic Transaction Proposal involving VIBC or any subsidiary thereof or a VIBC Acquisition Transaction (as that term is defined in Section 6.5(c) hereof), BOS, its executive officers and directors shall, and each hereby agrees to, maintain the confidentiality of all non-public information regarding the Strategic Transaction Proposal involving VIBC or any subsidiary thereof or the VIBC Acquisition Transaction to the same extent as required of VIBC and/or any subsidiary thereof under the terms of any confidentiality agreement to which VIBC and/or any subsidiary is a party or is bound and to refrain from trading in VIBC Stock, BOS Stock and the securities of the party or parties to the Strategic Transaction Proposal or the VIBC Acquisition Transaction until the earlier of: (i) full public disclosure of such non-public information has been made and trading in the subject securities would not be a violation of applicable securities laws; or (ii) the Strategic Transaction Proposal or the VIBC Acquisition Transaction has been terminated or has expired by its terms and disclosure of such non-public information is permitted under the terms of any agreement regarding the transaction and trading in the subject securities would not be a violation of applicable securities laws.
Sample 1
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DISCLOSURE AND TRADING. Upon receipt of the disclosure by BOS of a Strategic Transaction Proposal involving BOS, VIBC, its executive officers and directors shall, and each hereby agrees to, maintain the confidentiality of all non-public information regarding the Strategic Transaction Proposal involving BOS to the same extent as required of BOS under the terms of any confidentiality agreement to which BOS is a party or is bound and to refrain from trading in VIBC Stock, BOS Stock and the securities of the party or parties to the Strategic Transaction Proposal until the earlier of: (i) full public disclosure of such non-public information has been made and trading in the subject securities would not be a violation of all applicable securities laws, or (ii) the Strategic Transaction Proposal has been terminated or has expired by its terms and disclosure of such non-public information is permitted under the terms of any agreement regarding the transaction and trading in the subject securities would not be a violation of applicable securities laws.
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Related to DISCLOSURE AND TRADING

  • Disclosure and Use 20.2.1 Each Receiving Party agrees that, from and after the Effective Date:

  • Disclosure and Use Restrictions The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) to not use Confidential Information except for the benefit of the Company; (iii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s authorized employment duties to the Company or with the prior consent of the Board (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Executive shall promptly provide written notice of any such order to the Board.

  • Nondisclosure and Nonuse Unless authorized or instructed in advance in writing by Corporation, or required by law (as determined by licensed legal counsel), Executive will not, except as required in the course of Corporation’s business, during or after his employment, disclose to others or use any Confidential Information, unless and until, and then only to the extent that, such items become available to the public through no fault of Executive.

  • Disclosure and Use Restriction Except as expressly provided herein, the Parties agree that, for the Term and for five (5) years thereafter, each Party will keep completely confidential and will not publish, submit for publication or otherwise disclose, and will not use for any purpose except for the purposes contemplated by this Agreement, any Confidential Information received from the other Party.

  • Non-Disclosure and Non-Competition The provisions of this Section 9 shall survive termination of this Agreement. (a)

  • Non-Disclosure and Non-Use The Executive shall not, during the Term and at all times thereafter, without the written authorization of the Chief Executive Officer (“CEO”) of the Company or such other executive governing body as may exist in lieu of the CEO, (hereinafter referred to as the “Executive Approval”), use (except for the benefit of the Company) any Confidential and Trade Secret Information relating to the Company. The Executive shall hold in strictest confidence and shall not, without the Executive Approval, disclose to anyone, other than directors, officers, employees and counsel of the Company in furtherance of the business of the Company, any Confidential and Trade Secret Information relating to the Company. For purposes of this Agreement, “Confidential and Trade Secret Information” includes: the general or specific nature of any concept in development, the business plan or development schedule of any concept, vendor, merchant or customer lists or other processes, know-how, designs, formulas, methods, software, improvements, technology, new products, marketing and selling plans, business plans, development schedules, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and information regarding the skills, compensation or duties of employees, independent contractors or consultants of the Company and any other information about the Company that is proprietary or confidential. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential and Trade Secret Information to the extent required by law or by any court or regulatory authority having actual or apparent authority to require such disclosure or in connection with any litigation or arbitration involving this Agreement. The restrictions set forth in this Section 6(b) shall not apply to information that is or becomes generally available to the public or known within the Company’s trade or industry (other than as a result of its wrongful disclosure by the Executive), or information received on a non-confidential basis from sources other than the Company who are not in violation of a confidentiality agreement with the Company. The Executive further represents and agrees that, during the Term and at all times thereafter, the Executive is obligated to comply with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding trading shares and/or exercising options related to the Company’s stock. The Executive acknowledges that the Company has not provided opinions or legal advice regarding the Executive’s obligations in this respect and that it is the Executive’s responsibility to seek independent legal advice with respect to any stock or option transaction.

  • Restriction on Disclosure and Use of Confidential Information and Trade Secrets Executive understands and agrees that the Confidential Information and Trade Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at any time during the Restricted Period reveal, divulge, or disclose to any Person not expressly authorized by the Company any Confidential Information, and Executive shall not, directly or indirectly, at any time during the Restricted Period use or make use of any Confidential Information in connection with any business activity other than that of the Company. Throughout the term of this Agreement and at all times after the date that this Agreement terminates for any reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others, without the prior written consent of the Company. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing or using Confidential Information that is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive.

  • Disclosure; 10b-5 The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations. Each of the Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.

  • Nondisclosure and Noncompetition As an inducement to the Company to enter into this Agreement, the Executive represents to and covenants with or in favor of the Company as follows:

  • Disclosure and Assignment As of the Effective Date, Executive hereby transfers and assigns to the Company (or its designee) all right, title, and interest of Executive in and to every idea, concept, invention, and improvement (whether patented, patentable or not) conceived or reduced to practice by Executive whether solely or in collaboration with others while he is employed by the Company, and all copyrighted or copyrightable matter created by Executive whether solely or in collaboration with others while he is employed by the Company that relates to the Company’s business (collectively, “Creations”). Executive shall communicate promptly and disclose to the Company, in such form as the Company may request, all information, details, and data pertaining to each Creation. Every copyrightable Creation, regardless of whether copyright protection is sought or preserved by the Company, shall be a “work made for hire” as defined in 17 U.S.C. § 101, and the Company shall own all rights in and to such matter throughout the world, without the payment of any royalty or other consideration to Executive or anyone claiming through Executive.

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