Limited Exceptions. Notwithstanding Section 3.02(a) and Section 3.02(b), this Section 3.02 shall not prohibit (i) generalized solicitations that are not directed to specific Persons or Employees of the other Party, (ii) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (iii) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (i) above, in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the Party that employs the Person who is to be solicited and/or hired. Except as provided in clause (ii) above with respect to involuntary terminations, without regard to the use of the term “Employee” or “employs,” the restrictions under this Section 3.02 shall be applicable to (A) any Xxxxxxx Controls Group Employee whose employment terminates after the Effective Time, and (B) any Adient Group Employee whose employment terminates after the Effective Time, in each case, until the date that is six months after such Employee’s last date of employment with Xxxxxxx Controls or Adient, as applicable. The restrictions under this Section 3.02 shall not apply to any Former Xxxxxxx Controls Group Employee or Former Adient Group Employee whose most recent employment with Xxxxxxx Controls and its Subsidiaries was terminated prior to the Effective Time.
Limited Exceptions. Notwithstanding the foregoing, no information will be considered trade secret or confidential to the extent it is or becomes publicly available without breach of this Agreement by Executive, is rightfully received by Executive without obligations of confidentiality, or is ordered released or disclosed by court order, lawful process or government authority.
Limited Exceptions. There are limited exceptions to the above confidentiality requirement if the Executive is providing information to government agencies, including but not limited to the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration (or its state equivalent), and the Securities and Exchange Commission. This Agreement does not limit the Executive’s ability to communicate with any government agencies regarding matters within their jurisdiction or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information, without notice, to the government agencies. Nothing in this Agreement shall prevent the Executive from the disclosure of Confidential Information or trade secrets that: (i) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In the event that the Executive files a lawsuit alleging retaliation by Company for reporting a suspected violation of law, the Executive may disclose Confidential Information or trade secrets related to the suspected violation of law or alleged retaliation to the Executive’s attorney and use the Confidential Information or trade secrets in the court proceeding if the Executive or the Executive’s attorney: (i) files any document containing Confidential Information or trade secrets under seal; and (ii) does not disclose Confidential Information or trade secrets, except pursuant to court order. The Company provides this notice in compliance with, among other laws, the Defend Trade Secrets Act of 2016.
Limited Exceptions. (a) Notwithstanding Section 10.1, subject to the below conditions, the JDSU Group shall have the right to manufacture, supply, distribute or Sell products in those JDSU Businesses described in EXHIBIT 10.2(a) as generally, commercially available by any member of the JDSU Group immediately after the Effective Date including any Improvements to such products released for general, commercial availability by JDSU at any time on or before July 1, 2017 (collectively, the “JDSU Competitive Products”) and the JDSU Group may supply, distribute and/or Sell such JDSU Competitive Products if supplied by Lumentum. For the purposes of this Section 10.2(a), the scope of all Improvements for the purposes of JDSU Products shall be limited to adaptations, derivatives, improvements or modifications of the JDSU Competitive Products, provided only that such adaptations, derivatives, improvements or modifications still satisfy the definition of the applicable JDSU Competitive Product as described in EXHIBIT 10.2(a) (e.g. all Improvements to PacketPortal and JMEP Optical Transceiver products must have all the features and requirements described within the PacketPortal and JMEP Optical Transceiver products description in EXHIBIT 10.2(a)).
Limited Exceptions. Nothing in this Agreement shall prevent either party from disclosing Confidential Information to the extent that it is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) to the extent legally permissible, promptly notify the other party of the agency’s order or request to disclose; and (iii) reasonably cooperate with the other party to protect against any such disclosure and/or obtain a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
Limited Exceptions parties should only have limited exceptions to the right of information. In accordance with the principle of maximum disclosure, the law must guarantee the effective and broadest possible access to public information with limited exceptions.
Limited Exceptions. The restrictions in Section 2(a) hereof shall not apply to information that, as can be established by competent written records: (i) was publicly known at the time of the Company's communication thereof to you; (ii) becomes publicly known through no fault of yours subsequent to the time of the Company's communication thereof to you; (iii) was in your possession free of any obligation of confidence at the time of the Company's communication thereof to you; or (iv) is developed by you independently of and without reference to or use of any of the Company's Confidential Information. In the event that you are required by law, regulation or court order to disclose any of the Company's Confidential Information, you shall (i) first notify the Company of such disclosure requirement and (ii) furnish only that portion of the Confidential Information that is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information
Limited Exceptions. (A) Nothing contained in sub-clause 7.2 shall prohibit the Vendor or any Affiliate of the Vendor from making acquisitions of other businesses an insignificant part of which consists of activities that would but for this clause 7.5 constitute a breach by the Vendor, or any Affiliate of the Vendor, of the restrictions contained in sub-clause 7.2, provided that the Vendor or such Affiliate disposes of any business or assets that would otherwise be in breach of sub-clause 7.2 within one year of the date of acquisition. For the purposes of the foregoing an "insignificant" part means less than 20% by reference to the contribution to total revenues of the business so acquired.
Limited Exceptions. Notwithstanding the foregoing, or any other provision contained herein to the contrary:
Limited Exceptions. The only exceptions to this Policy’s prohibitions of trading in securities as outlined above are the following: • Stock Option Exercises. Exercises in stock options granted under the Company's equity compensation plans for cash; however, this exception does not include the subsequent sale of the shares acquired pursuant to the exercise of a stock option; and • Bona Fide Gifts. Bona fide gifts of securities are not deemed to be transactions for the purposes of this Policy. Whether a gift is truly bona fide will depend on the circumstances surrounding a specific gift. The more unrelated the donee is to the donor, the more likely the gift would be considered “bona fide” and not a “transaction.” For example, gifts to charities, churches or non-profit organizations would generally not be deemed to be “transactions.” However, gifts to dependent children followed by a sale of the“gifted securities” in close proximity to the time of the gift may imply some economic benefit to the donor and, therefore, may be deemed to be a “transaction” and not a “bona fide gift.”
