Common use of Exceptions to Consent Requirement Clause in Contracts

Exceptions to Consent Requirement. The consent required by Section 6.1 shall not apply to a disclosure: (a) to an Affiliate, consultant, contractor or subcontractor that has a bona fide need to be informed; (b) to any third party to whom the disclosing Shareholder contemplates a Transfer of all or part of its Ownership Interest; (c) to a governmental agency or to the public that the disclosing Shareholder believes in good faith is required by pertinent law or regulation or the rules of any stock exchange; (d) to financial institutions and bona fide third party financial investors; or (e) resulting from the establishment and use of a data room in response to a take-over bid or other form of proposed corporate combination. In any case to which this Section 6.2 is applicable, the disclosing Shareholder shall give notice to the other Shareholder concurrently with the making of such disclosure. As to any disclosure pursuant to Sections 6.2 (a) or (b), only such confidential information as such third party shall have a legitimate business need to know shall be disclosed and such third party shall first agree in writing to protect the confidential information from further disclosure to the same extent as the Shareholders are obligated under this Article VI.

Exceptions to Consent Requirement. The consent required by Section 6.1 shall not apply to a disclosure: : (a) to an Affiliate, consultant, contractor or subcontractor that has a bona fide need to be informed; ; (b) to any third party to whom the disclosing Shareholder contemplates a Transfer of all or part of its Ownership Interest; ; (c) to a governmental agency or to the public that the disclosing Shareholder believes in good faith is required by pertinent law or regulation or the rules of any stock exchange; ; (d) to financial institutions and bona fide third party financial investors; or or (e) resulting from the establishment and use of a data room in response to a take-over bid or other form of proposed corporate combination. In any case to which this Section 6.2 is applicable, the disclosing Shareholder shall give notice to the other Shareholder concurrently with the making of such disclosure. As to any disclosure pursuant to Sections 6.2 (a) or (b), only such confidential information as such third party shall have a legitimate business need to know shall be disclosed and such third party shall first agree in writing to protect the confidential information from further disclosure to the same extent as the Shareholders are obligated under this Article VI.