Common use of Publicity; Confidentiality Clause in Contracts

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.)

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Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the PurchaserPurchasers, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Purchasers on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser Purchasers will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser Purchasers will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser Purchasers reasonably believes believe it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Purchasers' or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict the any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser Purchasers in advance of such disclosure so as to permit the Purchaser Purchasers to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the PurchaserPurchasers, with the Purchaser Purchasers in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.), Stock Purchase Agreement (Local Matters Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning (i) the provisions of this Agreement, the other Transactions Documents or the transactions contemplated hereby or thereby, (ii) the Purchasernegotiations relating to this Agreement or the other Transaction Documents, or (iii) the information of the other parties received during the negotiations and execution of this Agreement and the other Transaction Documents without prior written approval by the other parties heretoCompany and the Investor; provided, however, that nothing in this Agreement shall restrict the Purchaser any party from disclosing information (a) that is already publicly availableavailable and not as a result of a breach of this Section 10.12, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationby applicable Requirements of Law, provided that, the Purchaser that such party will use reasonable efforts to (i) notify the Company other party in advance of such disclosure so as to permit the Company other party to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party, with the Company other party in pursuing any such protective order, and/or (dii) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with obtain confidential treatment of any Requirement of Lawinformation so disclosed, (ec) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling PersonsControlling persons, auditors or counsel (as well as bona fide prospective lenders, investors, partners and advisors as long as such parties are subject to appropriate nondisclosure obligations) as may be reasonably required, or (fd) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Documents or any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance Requirement of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsLaw.

Appears in 2 contracts

Samples: Share Purchase Agreement (iQIYI, Inc.), Share Purchase Agreement (iQIYI, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements Each Party shall maintain the confidentiality of Law, none all information or data of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval nature (“Information”) provided to it by the other parties Party hereto; provided, howeverprovided such Information contains a conspicuous marking identifying it as “Confidential” or “Proprietary” or is inherently of a confidential nature (e.g., that nothing in customer or cost data). For purposes of this Article, this Agreement and all of its Attachments shall restrict be considered “Confidential”. Each Party shall use the Purchaser from same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own Confidential Information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing information (a) that Party or any third party is already publicly availableavailable through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, (b) provided that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatmaking such disclosure, the Purchaser will receiving Party shall use reasonable efforts to notify and obtain consent from the Company in advance disclosing Party of such disclosure so as to permit the Company to seek a protective order or otherwise contest such this required disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) . ALL ACCESS may also disclose this Agreement without Attachments to the extent necessary to enforce its rights in court. Each Party acknowledges that its breach or threatened breach of this Section may cause the Purchaser reasonably believes it appropriate in order to protect its investment Disclosing Party irreparable harm, which would not be adequately compensated by monetary damages. Accordingly, in the Purchased Stock event of any such breach or threatened breach, the Receiving Party agrees that equitable relief, including temporary or permanent injunctions, is an available and appropriate remedy in order addition to comply with any Requirement of Law, (e) legal remedies to which the Purchaser's or Disclosing Party may be entitled. At the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any request of the Transaction Documents; provided, further, that nothing in Disclosing Party upon termination of this Agreement shall restrict or at any party time or from disclosing information (i) that is already publicly available, (ii) that was known time to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thattime thereafter, the Company will use reasonable efforts to notify the Purchaser Receiving Party shall, as promptly as practicable and in advance all cases within five (5) days of such disclosure so as request, deliver to permit the Purchaser to seek a protective order Disclosing Party all Confidential Information of Disclosing Party then in Receiving Party’s possession or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsunder Receiving Party’s control.

Appears in 2 contracts

Samples: Master Service Agreement, Master Service Agreement

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserfinancial affairs or proprietary information of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares or in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsRegistration Rights Agreement; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to GAP LLC and ICP may disclose on their worldwide web pages the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the aggregate amount of each of the Purchasers' investment in the Company. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tickets Com Inc), Stock Purchase Agreement (Tickets Com Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of Each Shareholder covenants with the parties hereto Company that it shall not issue a publicity release or public announcement or otherwise directly or indirectly make any public disclosure concerning this Agreement, the transactions contemplated hereby Agreement or the Purchaserbusiness, technology, proprietary data or financial affairs of the Company (which shall include all Director Data, without prior written approval by of the other parties heretoBoard (which it may grant or withhold in its sole discretion); providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser Shareholders from disclosing information (a) that is already publicly availableavailable through no breach by such Shareholder or any of its Affiliates, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser PROVIDED that such Shareholder will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Shareholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the Purchaser such Shareholder reasonably believes it appropriate in order to protect its investment in the Purchased Stock its Shares or in order to comply with any Requirement of LawLaw (such disclosure not to include any Director Data under any circumstances), or (ed) to the Purchasersuch Shareholder's or the Company's officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel (provided that the Shareholder shall be responsible for ensuring that any subsequent disclosure by such person complies with this Section 9.3 and shall be responsible for any breach hereof by any such Person) or (fe) to Persons Government Authorities from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction Documents; providedLaw provided that such applications for any release, further, that nothing in this Agreement consent or approval shall restrict any party from disclosing information (i) that is already publicly available, not include any Director Data and (ii) shall be made confidentially or under request for confidential treatment unless such a procedure is not provided for by the Government Authority; and PROVIDED FURTHER, that was known to a Shareholder may disclose that it is an investor in the Company and include on a non-confidential basis prior to its disclosure by worldwide web page, the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of its investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto (other than the Company), pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties (including the Transaction DocumentsCompany) and shall give the other parties reasonable opportunity to comment thereon.

Appears in 2 contracts

Samples: Investor Rights Agreement (Satyam Infoway LTD), Sify LTD

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company as the case may be reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on prospective transferee who executes a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsShares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will, to the extent practicable, deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Soros George), Note and Warrant Purchase Agreement (Bluefly Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or No public announcement or otherwise make any public disclosure concerning may be made by any Party with respect to the subject matter of this Agreement, the transactions contemplated hereby Agreement or the Purchaser, Contemplated Transactions without the prior approval by written consent of the other parties heretoParty; provided, however, provided that nothing in the provisions of this Agreement Section 7.4 shall restrict the Purchaser from disclosing information not prohibit (a) that is already publicly availableany disclosure required by any applicable Law (including Canadian and U.S. federal and state securities Laws and the rules of any stock exchange on which the securities of Parent are posted for trading applicable public company reporting requirements), in which case the disclosing Party will provide the other Parties with the opportunity to review and comment in advance of such disclosure, if legally permissible upon the advice of outside legal counsel, (b) that was known any disclosure to the Purchaser on a non-confidential basis prior to its disclosure by the Companyany Securityholder, (c) that may be required or appropriate in response any disclosure to any summons Representative of any Securityholder who needs to know such information for the purpose of evaluating the Contemplated Transactions, (d) any disclosure made in connection with the enforcement of any right or subpoena remedy relating to the Transaction Documents or the Contemplated Transactions or (e) any disclosure by a Securityholder as part of such Securityholder’s ordinary course reporting or review procedure or in connection with any litigationsuch Securityholder’s ordinary course fundraising, provided marketing, information or reporting activities. Parent hereby acknowledges and agrees that, unless the Purchaser Merger is consummated, Parent shall be bound by all of the terms and provisions of the Confidentiality Agreement. Notwithstanding the foregoing, if Parent is required under applicable securities Laws (including applicable public company reporting requirements) to disclose any of the foregoing, Parent will (a) use reasonable efforts to notify provide the Company in with advance notice of such disclosure so as to permit or filing requirement and a copy of the proposed filing and (b) consider in good faith any comments provided by the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, its Representatives with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing respect thereto. Notwithstanding anything in this Agreement to the contrary, following the Closing and the public announcement of the Merger by Curaleaf, the Seller Representative shall restrict any party from disclosing information be permitted to (i) publicly announce that is already publicly available, it has been engaged to serve as the Seller Representative in connection with the Merger as long as such announcement does not disclose any other information related to the Merger or the Contemplated Transactions; (ii) disclose information as required by Law, provided that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will Seller Representative shall use commercially reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, Curaleaf and the Company will use prior to any such disclosure of the nature thereof and shall take all reasonable efforts to cooperate, at retain the expense of the Purchaser, with the Purchaser in pursuing any such protective order), confidentiality thereof; or (iviii) disclose to the Company's officers, directors, stockholdersemployees, advisors, employees, controlling Persons, auditors agents or counsel or (v) consultants of the Seller Representative such information as is necessary to enable such Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant perform their respective obligations hereunder and to the transactions contemplated by any of the Transaction DocumentsSecurityholders, in each case who have a need to know such information, provided that such Persons are subject to confidentiality obligations with respect thereto.

Appears in 2 contracts

Samples: Sedar Version, Agreement and Plan of Merger

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning (i) the provisions of this Agreement, the other Transactions Documents or the transactions contemplated hereby or thereby, (ii) the Purchasernegotiations relating to this Agreement or the other Transaction Documents, or (iii) the information of the other parties received during the negotiations and execution of this Agreement and the other Transaction Documents without prior written approval by the other parties heretoCompany and the Investors; provided, however, that nothing in this Agreement shall restrict the Purchaser any party from disclosing information (a) that is already publicly availableavailable and not as a result of a breach of this Section 10.12, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationby applicable Requirements of Law, provided that, the Purchaser that such party will use reasonable efforts to (i) notify the Company other party in advance of such disclosure so as to permit the Company other party to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party, with the Company other party in pursuing any such protective order, and/or (dii) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with obtain confidential treatment of any Requirement of Lawinformation so disclosed, (ec) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling PersonsControlling persons, auditors or counsel (as well as bona fide prospective lenders, investors, partners and advisors as long as such parties are subject to appropriate nondisclosure obligations) as may be reasonably required, or (fd) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Documents or any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance Requirement of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsLaw.

Appears in 2 contracts

Samples: Note Purchase Agreement (Baidu, Inc.), Note Purchase Agreement (iQIYI, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Investors or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser Investors from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such Investor on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Investor will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Investor will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser such Investor reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchasersuch Investor's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by the Transaction Documents. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon; PROVIDED, HOWEVER, that the Investors may file an amendment to their Schedule 13D and Forms 4 with the Commission without either soliciting any comments from any of the Transaction Documents; providedother parties hereto or delivering a copy of such filings to any of the other parties hereto, further, except as required by law or regulation. Each of the Investors acknowledge that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a if such Investor becomes aware of material non-confidential basis prior public information, such Investor's ability to its disclosure by the Company, (iii) that may be required or appropriate trade in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to securities may be provided, pursuant to the transactions contemplated by any of the Transaction Documentsrestricted.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Critical Path Inc), Note and Warrant Purchase Agreement (General Atlantic Partners LLC)

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of Integra, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the any Purchaser from disclosing information (ai) that is already publicly available, (bii) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the CompanyIntegra, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company Integra in advance of such disclosure so as to permit the Company Integra to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the CompanyIntegra, with the Company Integra in pursuing any such protective order, (div) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSecurities. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon.

Appears in 2 contracts

Samples: Convertible Preferred Stock and Warrant Purchase Agreement (Soros Fund Management LLC), Convertible Preferred Stock and Warrant Purchase Agreement (Integra Lifesciences Corp)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Lenders or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Lenders from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such Lender on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Lender will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Lender will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser such Lender reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchasersuch Lender's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict . If any announcement is required by any Requirement of Law to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense comment thereon. Each of the PurchaserLenders acknowledge that if such Lender becomes aware of Material Non-Public Information, with the Purchaser such Lender's ability to trade in pursuing any such protective order), (iv) to the Company's officerssecurities and to participate, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of extent otherwise eligible, in the Transaction DocumentsRights Offering would be restricted.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Critical Path Inc), Convertible Note Purchase Agreement (Critical Path Inc)

Publicity; Confidentiality. Except as This Agreement and the Purchasers’ investment in Holdings shall be kept confidential by the Purchasers and may not be disclosed to any third party or used, circulated, quoted or otherwise referred to in any document by the Purchasers or any of its affiliates, except with the prior written consent of Holdings; provided, that no such written consent is required for any disclosure of the existence or content of this Agreement to (i) the extent required by applicable Requirements law (provided, that the Purchasers will to the extent permitted by law provide Holdings an opportunity to review such required disclosure in advance of Lawsuch disclosure being made and shall accept any reasonable comments made by Holdings), none (ii) the extent required to enforce any rights under this Agreement and (iii) to, (x) from the date hereof until the Merger Closing, to the Purchasers’ current limited partners (and their respective advisors) about the subject matter of this Agreement in connection with customary informational, transactional or reporting activities in the ordinary course of the parties hereto shall issue a publicity Purchasers’ businesses at any time, and (y) after the Merger Closing, to the Purchasers’ current and prospective limited partners (and their respective advisors) about the subject matter of this Agreement in connection with customary fundraising, marketing, informational, transactional or reporting activities in the ordinary course of the Purchasers’ businesses at any time; provided, that with respect to clauses (x) and (y), that such recipients are bound by an obligation to keep such information confidential. Without limiting the foregoing, each Purchaser further acknowledges and agrees that the initial press release or public announcement or otherwise make any public disclosure concerning regarding the Merger, this Agreement, the transactions contemplated hereby or the Purchaserthereby, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Holdings or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) Company shall refer to Persons from whom releases, consents or approvals are required, or such investment as a minority investment and to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on each such Purchaser as a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsminority investor.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Vector Capital V, L.P.), Common Stock Purchase Agreement (Clearlake Capital Group, L.P.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none neither of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchaser or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties party hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in FINAL 32 pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel who have agreed or are otherwise bound by the confidentiality obligations set forth in this Section 9.12 or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided. If any announcement is required by law, further, that nothing in this Agreement shall restrict Governmental Authority or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Stock Purchase Agreement (Billing Concepts Corp)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or any of the Purchaserother parties hereto, without prior written approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be is required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company and Cerberus in advance of such disclosure so as to permit the Company and/or Cerberus, as the case may be, to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company and/or Cerberus, as the case may be, in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by parties may disclose the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company’s logo and the aggregate amount of the Purchasers’ investment in the Company; and provided further, that the Purchasers acknowledge that the Company intends to issue a press release regarding this transaction on or after Closing and the Purchasers will use their commercially reasonable efforts to notify review and approve such press release in a timely manner upon the Purchaser in advance Company’s request. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ssa Global Technologies, Inc)

Publicity; Confidentiality. Except The parties shall and shall cause their respective Affiliates to, hold the terms of this Settlement Agreement and Mutual Release in strictest confidence except as may be required by applicable Requirements set forth below. Notwithstanding any provisions of Lawthis Agreement to the contrary, none no provision of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser prohibit any party from disclosing information (a) filing any documents or making any disclosures required by the 1933 Act, the 1934 Act or the rules and regulations of the Securities and Exchange Commission (the “SEC”), applicable state securities agencies or upon advice of counsel rendered to Advanced Cell in good faith or making any other public disclosure required by the federal or state securities law, provided that is already publicly availablethe content of any document so filed does not violate any of the other terms and conditions of this Agreement unless such content constitutes disclosure required by any securities laws or rules or regulations promulgated from time to time by the SEC or applicable state securities agencies, (b) that was known filing any documents or disclosing any information required to be filed or disclosed pursuant to the Purchaser on a non-confidential basis prior to its disclosure by Internal Revenue Code of 1986, as amended, the Companyrules and regulations thereunder, any applicable state or local tax code, or the rules and regulations under such state or local code, (c) that may be required or appropriate in response responding to any summons or legal subpoena or in connection other judicially enforceable written request from any court or governmental agency of competent jurisdiction and testifying truthfully pursuant to such subpoena or other request, (d) enforcing any rights of such party under this Agreement, or (e) communication with counsel, accountants, auditors, brokers, consultants, advisors and other service providers who have a reasonable need to know the contents of this Agreement. In the event that a party is required by law, rule, regulation, legal, judicial or regulatory proceeding, governmental or similar authority or by the rules of any litigationrecognized stock exchange or self-regulatory agency to disclose any information relating to this Settlement Agreement and Mutual Release, provided that, the Purchaser will use reasonable efforts to such party agrees that it shall promptly notify the Company other party in advance writing of the existence, terms and circumstances of any such disclosure request or requirement (unless such notice is prohibited by law, rule, regulation or the body, if any, making the request) so as to permit that the Company to non-disclosing party may seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, other appropriate remedy and/or waive compliance with the Company in pursuing any such protective order, (d) to provisions of this Agreement. Advanced Cell shall publicly disclose the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement material terms of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availablein either a Current Report on Form 8-K or on its Quarterly Report on Form 10-Q on or before August 15, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents2011.

Appears in 1 contract

Samples: Settlement Agreement and Mutual Release (Advanced Cell Technology, Inc.)

Publicity; Confidentiality. (a) The initial press release regarding the Merger shall be a joint press release of the Parties. Except in connection with (i) a Change of Recommendation or an Acquisition Proposal, (ii) any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby or (iii) a press release or other public statement that is (A) consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, SEC filings, Q&As or other publicly disclosed documents, in each case, to the extent such disclosure is still accurate, thereafter or (B) as may be required by applicable Requirements Law or by obligations pursuant to any listing agreement with or rules of Lawany national securities exchange or interdealer quotation service or by the request of any Governmental Authority (or, none in the case of the parties hereto Company, by the fiduciary duties of the Company Board as reasonably determined by the Company Board or, in the case of Parent, by the fiduciary duties of the Management Board of Parent as reasonably determined by the Management Board of Parent), in each case, as determined in the good faith judgment of the Party proposing to make such release, unless a Change of Recommendation has occurred, the Company and Parent shall issue a publicity release or public announcement consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority (including any national securities exchange or interdealer quotation service) with respect thereto. Notwithstanding the foregoing, (1) the Company may, without any consultation with Parent, make any public disclosure concerning this Agreement, communications in support of the Merger and/or the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser and solicit proxies from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, ’s stockholders and (c2) that Parent and the Company may be required or appropriate make public statements in response to any summons specific questions by the press, analysts, investors or subpoena those attending industry conferences or in connection with any litigationfinancial analyst conference calls, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so long as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective orderstatements in clauses (1) and (2) consist solely of information previously disclosed in all material respects and consistent in all material respects with previous press releases, (d) public disclosures or public statements made by a Party in accordance with this Agreement, in each case, to the extent that such disclosure is still accurate at the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance time of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsstatement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, or the PurchaserLenders or CK Purchasers or the business, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Lenders or CK Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Lender or CK Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Lender or CK Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Lender or CK Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Lender or CK Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Lender's or CK Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; and provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Initial Closing and the Subsequent Closing, (ii) that was known to as the Company case may be, GAP LLC may disclose on a non-confidential basis prior to its disclosure by worldwide web page, xxx.xxxxxxxxxx.xxx, the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Lenders' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Convertible Note Purchase and Exchange Agreement (Critical Path Inc)

Publicity; Confidentiality. Except as may be required by -------------------------- applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to GAP LLC may disclose on its worldwide web page, xxx.xxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc)

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements of Disclosure Law, none of the parties hereto Shareholders shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or any non-public information received or otherwise relating to the PurchaserCompany or the Company Subsidiaries, without prior approval any understandings, agreements or other arrangements between or among the parties, and any other non-public, proprietary or confidential information received from or otherwise relating to the Company or the Company Subsidiaries (regardless of whether such information or materials have been designated by the Board or any other parties heretoPerson as confidential) without approval, in the case of the General Atlantic Shareholder, the Summit Shareholders (so long as the Summit Shareholder hold 50% of the Rollover Interests held by them at the Merger Effective Time), or otherwise by the Board or the General Atlantic Shareholder, and shall, until the date that is two (2) years after the date on which such Shareholder ceases to own any Shares, and shall cause its Affiliates and its and their respective representatives (in each case, to the extent that such Persons receive or have access to such information or materials) to, keep all such information and materials strictly confidential; provided, however, that nothing in this Agreement shall restrict any of the Purchaser parties, their Affiliates or its or their respective representatives from disclosing information (ai) that is already publicly availableavailable as of the Effective Date, (bii) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by another party (other than the CompanyCompany or its Affiliates or equityholders), (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will that such party shall use reasonable efforts to notify the Company disclosing party in advance of such disclosure so as to permit the Company disclosing party to seek a protective order or otherwise contest such disclosure, and the Purchaser will such party shall use reasonable efforts to cooperate, at the expense of the Companydisclosing party, with the Company disclosing party in pursuing any such protective order, (div) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Disclosure Law, (ev) in connection with normal fund raising, marketing, informational or reporting activities and to the Purchaser's or the Company's officers, directors, stockholders, members, partners, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel of any of the parties hereto; or (fvi) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsDisclosure Law; and provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGA LLC and its Affiliates and Summit Partners and its Affiliates may disclose on their respective worldwide web pages, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the name of the Chief Executive Officer of the Company will use reasonable efforts and/or the Company Subsidiaries, a brief description of the business of the Company and/or the Company Subsidiaries and the logo of the Company and/or the Company Subsidiaries and the aggregate amount of the investment in the Company made by the applicable affiliated Shareholders. If any announcement is required by any Disclosure Law to notify the Purchaser in advance be made by any party hereto, prior to making such announcement such party shall deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) Board and shall give the Board reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Limited Liability Company Agreement (EngageSmart, LLC)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaserhereby, without prior approval by the other parties heretoparty; provided, however, that nothing in this Agreement shall restrict the Purchaser Lender or the Company from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Lender on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, (d) to the extent that the Purchaser Lender or the Company reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Lender’s or the Company's ’s officers, directors, stockholdersshareholders, advisorsagents, employees, membersshareholders, partners, controlling Personspersons, auditors or counsel or counsel, (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information or (ig) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, contemplated transfer of any Note. If any announcement is required by law or the rules of any securities exchange or market on which shares of Capital Stock of the Company are traded to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other party and shall give the other party reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Note Purchase Agreement (Oragenics Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to the Company GAP LLC may disclose on a non-confidential basis prior to its disclosure by worldwide web page, www.gapartxxxx.xxx, xxx xxxx of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Stock and Warrant Purchase and Exchange Agreement (General Atlantic Partners LLC)

Publicity; Confidentiality. Except No party hereto, nor any of his or its respective Affiliates (as may be required by applicable Requirements such term is defined in Rule 405 under the Securities Act of Law1933, none of the parties hereto as amended) or representatives, shall issue a publicity any other press release or other publicly available document or make any public announcement statement, grant any interviews with the press or any other persons, or otherwise make any public statements concerning the Action or the Agreement, except that Plaintiffs and POSC shall issue a press release only indicating the matter has been settled simultaneously with the Closing and no party shall issue or make statements inconsistent with the Press Release. Notwithstanding any provisions of this Agreement to the contrary, no provision of this agreement shall prohibit any party from (a) filing any documents required by the Securities and Exchange Commission (the “SEC”) or applicable state securities agencies or making any other public disclosure required by the federal or state securities law, provided that the content of any document so filed does not violate any of the other terms and conditions of this Agreement unless such content constitutes disclosure required by any securities laws or rules or regulations promulgated from time to time by the SEC or applicable state securities agencies, (b) filing any documents or disclosing any information required to be filed or disclosed pursuant to the Internal Revenue Code of 1986, as amended, the rules and regulations thereunder, any applicable state or local tax code, or the rules and regulations under such state or local code, (c) responding to any legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction and testifying truthfully pursuant to such subpoena or other request, (d) enforcing any rights of such party under this Agreement, (e) communication with actual or prospective clients or their representatives about the settlement in a non-disparaging manner and any public disclosure permitted hereunder. In the event that POSC determines to make any SEC filing regarding this settlement, it shall provide a draft of the disclosure to Plaintiffs at least 24 hours before filing. In the event any party receives any legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction concerning any matter covered in this Agreement, the transactions contemplated hereby party receiving such subpoena or written request shall promptly notify all other parties hereto. A party shall not produce or disclose any material until it notifies the Purchaser, without prior approval by other parties’ counsel and counsel responds within 72 hours to allow the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser to seek relief from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or such subpoena or other written request. In all events in connection which a party can practically do so without risking contempt or similar sanctions, such party shall provide the other parties with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance at least seven business days’ notice of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentswritten request.

Appears in 1 contract

Samples: Settlement Agreement and Mutual Release (Positron Corp)

Publicity; Confidentiality. Except (a) Publicity. Concurrently with or as promptly as practicable following the execution of this Agreement, the Parties (other than the Consenting Noteholders or Consenting Bridge Lenders) or some of the Parties shall issue the press release or press releases substantially in the form(s) attached to Schedule 6.6(a) (collectively, the “Initial Press Release”). Subject to the terms set forth in the immediately following sentence, none of the Parties will make, or permit any Affiliate thereof to make, any public statements, including any press releases, with respect to this Agreement, the other Definitive Documentation, or the Transaction unless such press release or public statement is consistent, in all material respects, with the Initial Press Release or receives the prior written consent of the Company, the Plan Investor and the Required Consenting Lenders. Notwithstanding anything to the contrary contained in the foregoing, any Party (or any Affiliate thereof) may (i) make disclosures required by any applicable law or applicable stock exchange requirements (it being acknowledged that Novelion intends to file a Current Report on Form 8-K and any equivalent filing as may be required by applicable Requirements of Law, none Canadian securities laws in respect of the parties hereto shall issue Transaction within the permitted statutory timeframe from the date of this Agreement (or in a publicity release or public announcement periodic report in lieu of such Form 8-K, if timing so permits), and such filing and/or subsequent filings with the Securities and Exchange Commission may attach or otherwise file as exhibits this Agreement and/or other Definitive Documentation), in which case the Party required to make any public (or whose Affiliate is required to make) such disclosure concerning will allow the other Parties reasonable time to comment on such disclosure in advance of the making or issuance thereof to the extent reasonably practicable, (ii) make disclosures that are expressly contemplated by this Agreement, the transactions contemplated hereby Plan Funding Agreement or the PurchaserPlan, without prior including (A) in the case of the Plan Investor, the filing and disclosure of the Admission Document and any other documentation in respect of the solicitation of the approval by of its shareholders in respect of the other parties hereto; providedTransaction, howeversubject to compliance with the terms set forth in the Plan Funding Agreement, that nothing and (B) in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by case of the Company, such disclosures as it is required to make in connection with the Bankruptcy Cases, including in connection with the solicitation of votes in support of the Plan, and (ciii) that may make such disclosures as any Party or its Affiliates determines to be advisable or required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thataction or legal proceeding commenced by any Party against any other Party or any Affiliate thereof in respect of any dispute arising out of this Agreement, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's other Definitive Documentation or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsTransaction.

Appears in 1 contract

Samples: Restructuring Support Agreement (Novelion Therapeutics Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none neither of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchaser or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties party hereto; providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, PROVIDED THAT the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, furtherand PROVIDED FURTHER, that nothing in this Agreement shall restrict the Purchaser may disclose on its worldwide web page or other corporate communication (or the worldwide web page or other corporate communication of any party from disclosing information of its ten percent (i10%) that is already publicly available, (iior more beneficial owners) that was known to the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense aggregate amount of the Purchaser's investment in the Company. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, with the Purchaser in pursuing any prior to making such protective order), (iv) announcement such party will deliver a draft of such announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Stock Purchase Agreement (Change Technology Partners Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Document. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Stock Purchase Agreement (Arinco Computer Systems Inc)

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure under this clause (iii) so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company, as the case may be, reasonably believes it appropriate in order to protect its investment in the Purchased Stock Company in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on prospective transferee who executes a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSeries A Stock, Series B Stock or Common Stock.

Appears in 1 contract

Samples: Investment Agreement (Bluefly Inc)

Publicity; Confidentiality. Except (a) Other than as contemplated below, none of Buyers, Sellers or Companies will make any public disclosure of this Agreement or its terms or conditions (or the February 25, 1997 letter of understanding between Superior and BFI), including particularly the purchase price of the individual Businesses being sold hereunder, or the transactions contemplated hereby, and the Buyers shall hold in confidence and not disclose to any person for any purpose the "confidential information" received by Buyers from Sellers or Companies with respect to each Business without prior consultation with the other principal party hereto, except such disclosure as may be required (a) by applicable Requirements Laws, Orders or by obligations pursuant to any listing agreement with or other requirement of Lawany national securities exchange (including the Nasdaq Stock Market) to which either may be a party or (b) to disclose such information to (i) its representative officers, none of directors, employees, agents and consultants (collectively, "Representatives") who need to evaluate the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreementinformation on their behalf for the purposes described herein; (ii) customers, the transactions contemplated hereby lessors and Government Entities as required to obtain consents and approvals hereunder or the Purchaserissuance or replacement of Permits, without prior approval by including particularly to facilitate the other parties heretoconsent to assignment of customer Contracts to Buyers hereunder; or (iii) Government Entities as otherwise required; provided, howeverfurther, that nothing in this Agreement shall restrict Buyers may disclose the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any legally enforceable summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of LawOrder or Law applicable to Buyers and provided further that, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection ordinary course inquiries Sellers may disclose the existence of this Agreement (other than its specific terms and conditions) and the identity and/or location of the Businesses sold. In accordance with any litigation clause (provided a) above and to facilitate clause (b), it is understood and agreed that, upon the Company will use reasonable efforts execution of this Agreement, Superior intends to notify publicly announce all or parts of this Agreement and shall provide the Purchaser other party with an advance copy of any press release with respect thereto. If BFI or an Affiliate intends to issue a press release or other similar public disclosure, it shall provide Superior with an advance copy thereof and neither BFI nor any Affiliate shall include in advance such press release or public disclosure information regarding the allocation of the purchase price among the Businesses being sold hereunder as provided in Exhibit 3.1, except as required by Law and subject to the other provisions of this section. If either party becomes legally compelled to disclose such confidential information, such party shall provide the other party with prompt notice of such disclosure requirement so as to permit that the Purchaser to other party may seek a protective order or otherwise contest such disclosure, and the Company will use other appropriate remedy. Each party shall take all commonly reasonable efforts steps necessary to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) assure adherence by its Representatives to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) provisions of this Agreement respecting the confidentiality of information. The obligation of Buyers to Persons from whom releases, consents or approvals are required, or keep information confidential shall not apply to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.information which:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Superior Services Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or No public announcement or otherwise make disclosure may be made by any Party with respect to the subject matter of this Agreement or the Contemplated Transactions without the prior written consent of (i) in the case of any such public announcement or disclosure concerning this Agreementby Buyer, the transactions contemplated hereby Seller or (ii) in the case of any such public announcement or disclosure by the Target Companies or the PurchaserSeller, without prior approval by the other parties heretoBuyer; provided, however, that nothing in the provisions of this Agreement Section 8.4 shall restrict the Purchaser from disclosing information not prohibit (a) that is already publicly availableany disclosure required by any Applicable Law (in which case the disclosing party will provide the other Parties with the opportunity to review and comment in advance of such disclosure), (b) that was known any disclosure to any member of the Purchaser on a non-confidential basis prior to its disclosure Seller who is bound by the Companysame obligations regarding disclosure, (c) that may be required or appropriate in response any disclosure to any summons Representative of any member of the Seller who needs to know such information for the purpose of evaluating the Contemplated Transactions, (d) any disclosure made in connection with the enforcement of any right or subpoena remedy relating to the Transaction Documents or the Contemplated Transactions, or (e) any disclosure by a member of the Seller who is bound by the same obligations regarding disclosure as part of such member’s ordinary course reporting or review procedure or in connection with any litigationsuch member’s ordinary course fundraising, provided marketing, information or reporting activities. Buyer hereby acknowledges and agrees that Buyer shall be bound by all of the terms and provisions of that certain Letter Agreement between Buyer and SK Capital Partners, LP, on behalf of itself and Seller, dated as of April 12, 2022, as if Buyer were the original counterparty thereto (as amended, modified, supplemented or restated, the “Confidentiality Agreement”). Seller hereby agrees that, from and after the Purchaser Closing Date, it will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosurenot, and will not permit its Affiliates or any of their respective Representatives, either directly or indirectly, in any capacity whatsoever, from and after the Purchaser will use reasonable efforts Closing Date to cooperatedivulge, at disclose or communicate with any Person, any Confidential Information (as defined below) not rightfully in the expense of the Company, with the Company in pursuing any such protective order, (d) public domain. “Confidential Information” includes all confidential information related to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of LawBusiness, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information including: (i) that is already publicly availableany financial, business, planning, operations, services, potential services, products, potential products, technical information and/or know-how, formulas, production, purchasing, marketing, sales, personnel, customer, broker, supplier, or other confidential or proprietary information relating to the Business or Buyer, its business or any of its proprietary or confidential information; (ii) that was known any papers, data, records, processes, methods, techniques, systems, models, samples, devices, equipment, compilations, invoices, customer lists, or documents relating to the Company on a non-Business or Buyer, its business or any of its proprietary or confidential basis prior to its disclosure by the Company, information; and (iii) that may be any confidential information or trade secrets of any third party provided to Seller, its Affiliates or Buyer in confidence or subject to other use or disclosure restrictions or limitations and relating to the Business or Buyer, its business or any of its proprietary or confidential information. Notwithstanding anything to the contrary herein contained, the covenants of Seller contained in this Section 8.4 shall not restrain any disclosures: (i) required by legal process or appropriate in response Applicable Law; or (ii) pertaining to any summons information that Seller can demonstrate already had become or subpoena later becomes publicly available through ​ no fault of Seller, its Affiliates or in connection with any litigation of their respective Representatives; (provided thatiii) to any of Seller’s Representatives who are bound to, or are otherwise subject to a professional or fiduciary obligation to, maintain the Company will use reasonable efforts to notify the Purchaser in advance confidentiality of such disclosure so Confidential Information (and who are instructed by Seller as to permit the Purchaser to seek a protective order its confidential nature); or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) pertaining to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors any information independently developed by Seller or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.its Affiliates without use of or reference to Confidential Information. ​

Appears in 1 contract

Samples: Stock Purchase Agreement (Chase Corp)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) Prior to the Closing, none of the parties hereto Company or the Equityholders’ Representative, on the one hand, and Parent and Merger Sub, on the other hand, shall issue a publicity any press release or public announcement or otherwise make any public disclosure comment concerning this Agreement, Agreement or the transactions contemplated hereby without obtaining the prior written approval of (x) Parent and (y) either the Company (prior to the Closing) or the PurchaserEquityholders’ Representative (at and after the Closing), without prior approval respectively, except (i) and only to the extent, upon the written advice of outside counsel, disclosure is required by applicable Law (except as may be addressed elsewhere within this Section 6.7(a)) and only to the other parties hereto; extent required by such Law (provided, howeverthat in the case of the foregoing clause (i), that nothing in this Agreement the party intending to make such release shall restrict use its commercially reasonable efforts consistent with applicable Law to consult with (x) Parent and (y) either the Purchaser from disclosing information Company (a) that is already publicly available, (b) that was known prior to the Purchaser on a non-confidential basis prior to its disclosure by Closing) or the Company, Equityholders’ Representative (cat and after the Closing) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure release with respect to the text thereof, only disclose the minimum amount required by Law to be so as to permit the Company to seek a protective order or otherwise contest such disclosuredisclosed, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's request “confidential treatment” or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availablesimilar treatment thereof), (ii) that was known Parent may make any disclosure (w) required to be included in its or its Affiliates’ financial statements or tax audits or other filings with Governmental Authorities, (x) required by periodic reporting requirements under the Company Exchange Act or continuous disclosure obligations under other applicable securities Laws or under the rules of any securities exchange on a non-confidential basis prior which the securities of Parent or an Affiliate of Parent, as applicable, are or will be listed, (y) to its disclosure Affiliates and/or (z) by way of any communication by Parent or its Affiliates to its employees (provided, in the Companycase of the foregoing clauses (y) and (z), that such recipients are obligated to keep such information confidential), (iii) that institutional Company Stockholders may make any disclosure (x) required to be required included in its or appropriate its Affiliates’ financial statements or tax audits or other filings with Governmental Authorities or (y) to its Affiliates or its or their direct or indirect limited partners or current or prospective investors (provided, in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense case of the Purchaser, with the Purchaser in pursuing any such protective orderforegoing clauses (x) and (y), that such recipients are obligated to keep such information confidential) and (iv) disclosures made by way of any statements that are substantially similar to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom previous press releases, consents public disclosures or approvals are required, or to whom notice is required to be provided, pursuant to public statements made by the transactions contemplated by any of the Transaction Documentsparties in compliance with this Section 6.7(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ww International, Inc.)

Publicity; Confidentiality. Within fifteen (15) calendar days of the date hereof, the Company shall prepare and file a Current Report on Form 8-K (the "Form 8-K") with the SEC disclosing the transactions contemplated hereby and filing this Agreement as an exhibit thereto. Prior to filing the Form 8-K with the SEC, the Company shall provide a draft of the Form 8-K to the Investors for their review and comment. Except for the Form 8-K and as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or make any public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Investors or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by the Companyother party, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, or any Requirement of Law, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other party(ies) in advance of such disclosure so as to permit the Company other party(ies) to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother party(ies), with the Company other party(ies) in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Companyother party's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict . If any announcement is required by any Requirement of Law to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primus Telecommunications Group Inc)

Publicity; Confidentiality. Except (a) Until the expiration of the R&W Survival Period, none of the Parties hereto shall issue a publicity release or public announcement concerning, or otherwise disclose any information related to, set forth in, or arising out of this Agreement, the transactions contemplated hereby, or the business and affairs of the Owners, including the existence of this Agreement (collectively, the “Confidential Information”), without prior approval by the other Party hereto, in each case except as may be required by applicable Requirements of Law, none except for disclosures to the employees, advisors or consultants of a Party and any of the parties hereto Purchasers or their Affiliates, lenders, any agent of such lenders and any professional adviser of such lender or agent (“Advisors”) who have a need to know such Confidential Information and agree to keep and hold the same in accordance with the provisions of this Section 10.11, and except disclosure by the Purchasers or their Affiliates in any customary communications to any funder or limited partner in the funds invested (directly or indirectly) in a Purchaser or any prospective funder or limited partner in any funds managed or advised by an Affiliate of the Purchasers, in each case so long as such disclosure is on a confidential basis, in the ordinary course of business, and is consistent with past business practice. Each Party shall issue a be liable for any breach of this provision by its Advisors. If any publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, without prior approval is required by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) Law to be made by any Party hereto prior to the Purchaser's or first anniversary of the Company's officersClosing Date, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) prior to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant making such announcement such Party will deliver a draft of such announcement to the transactions contemplated by any other Parties and shall give the other Parties reasonable opportunity to comment thereon. The provisions of this Section 10.11 shall survive the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsClosing.

Appears in 1 contract

Samples: Membership Interests Purchase and Sale Agreement (Hines Global REIT, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; providedPROVIDED, howeverHOWEVER, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the PROVIDED that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict Document. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Stock Purchase Agreement (Change Technology Partners Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) The Sellers and the Buyer shall reasonably cooperate to (i) prepare and make a public announcement regarding the Transactions on the date hereof and (ii) create and implement a communications plan regarding the Transactions (the “Communications Plan”) promptly following the date hereof. Notwithstanding the foregoing, none of the parties hereto shall issue a publicity release or Parties will make any public announcement or otherwise make issue any public disclosure concerning communication regarding this Agreement, the transactions contemplated hereby other Transaction Documents or the PurchaserTransactions or any matter related to the foregoing, without the prior approval written consent of the Sellers, in the case of a public announcement by the Buyer, or the Buyer, in the case of a public announcement by the Sellers (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except (A) if such announcement or other parties hereto; providedcommunication is required by applicable Law or Order, howeverin which case the disclosing Party shall, that nothing to the extent permitted by applicable Law or Order, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly availablegood faith, (bB) that was known to in the Purchaser on a non-confidential basis prior to its disclosure by case of the CompanySellers, (c) that may be required the Buyer and their respective Affiliates, if such announcement or appropriate in response to any summons or subpoena or other communication is made in connection with any litigation, provided that, the Purchaser will use reasonable efforts fundraising or other investment related activities and is made to notify the Company in advance such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective orderconfidentiality, (dC) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment provided for in the Purchased Stock in order Communications Plan, internal announcements to comply with any Requirement employees of Lawthe Hostess Entities, (eD) to the Purchaser's extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 6.5(a), and (E) announcements and communications to Governmental Entities in connection with Filings or Permits relating to the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is Transactions required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in made under this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsAgreement.

Appears in 1 contract

Samples: Master Transaction Agreement (Gores Holdings, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaserhereby, without prior written approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser parties on a non-confidential basis prior to its disclosure by the Companyanother party, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other parties in advance of such disclosure so as to permit the Company other parties to seek a protective order or otherwise contest such disclosure, and the Purchaser parties will use reasonable efforts to cooperate, at the expense of the Companysuch party contesting disclosure, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Purchasers’ or the Company's ’s officers, directors, stockholders, members, partners, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableand after Closing, (ii) that was known to GA LLC may disclose on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) the name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the Company’s logo and the aggregate amount of the Purchasers’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. If the Company wishes to issue any press release or public comment or otherwise make any disclosure concerning the Purchasers that may be is not required by a Requirement of Law, other than a brief description of GA LLC or appropriate the Purchasers and GA LLC’s logo and the aggregate amount of the Purchasers’ investment in response to any summons or subpoena or in connection with any litigation (provided thatthe Company, the Company will use shall first consult with the Purchasers and give them a reasonable efforts opportunity to notify the Purchaser in advance of comment thereon prior to issuing any such disclosure so as to permit the Purchaser to seek a protective order press release, public comment or otherwise contest such other disclosure, and the Company will use reasonable efforts to cooperateor if applicable, at the expense of the Purchaser, comply with the Purchaser in pursuing any such protective orderSection 10.14(c), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nymex Holdings Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to GAP LLC may disclose on its worldwide web page, www.gapartners.com, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Exexxxxxx Xxxxxxx xx the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Stock and Warrant Purchase and Exchange Agreement (Critical Path Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law(a) Prior to the Effective Time, none of the parties hereto Company, on the one hand, or Parent and Merger Sub, on the other hand, shall issue a publicity any press release or public announcement or otherwise make any public disclosure comment concerning this Agreement, Agreement or the transactions contemplated hereby without obtaining the prior written approval of Parent or the PurchaserCompany (which approval will not be unreasonably withheld, without prior approval conditioned or delayed), except (i) to the extent, in the judgment of such party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such party or any of its Affiliates are listed, including any obligation in respect of the Company’s listing arrangements on the NOTC, or (ii) in connection with a public offering of Parent Common Stock; provided, that to the extent so required by applicable Law, the party intending to make such release shall use its commercially reasonable efforts consistent with applicable Law to consult with the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as release with respect to permit the text thereof and to provide a copy of such release to the other parties in advance of the issuance thereof. In advance of the Effective Time, the Parent and the Company agree to consult with one another and seek a protective order one another’s approval with respect to any press release or otherwise contest such disclosure, and public announcement or comment concerning this Agreement or the Purchaser transactions contemplated hereby that will use reasonable efforts be issued at or following the Effective Time. Each party may make internal announcements to cooperate, at the expense of the Company, its respective employees that are not inconsistent in any material respects with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to parties’ prior public disclosures regarding the transactions contemplated by any this Agreement. Notwithstanding the foregoing, the disclosure of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated hereby by any party to their respective equityholders, prospective investors, or advisors (as long as such recipients of such information are subject to confidentiality obligations that are at least as restrictive as those set forth in this Section 6.8), shall not be considered a public disclosure in violation of this Section 6.8 or the Transaction DocumentsConfidentiality Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gener8 Maritime, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements Requirement of Law, none of neither the parties hereto Company nor any Shareholder shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, Agreement without prior approval by (i) the other parties hereto; Company and (ii) the General Atlantic Shareholders and the CK/DLC Shareholders, provided, however, that nothing in this Agreement shall restrict any of the Purchaser Shareholders from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in disclosures made in connection with any litigationrequest, requirement or form of any Governmental Authority or any litigation or proposed transaction, provided that, the Purchaser that such Shareholder will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Shareholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the Purchaser such Shareholder reasonably believes it appropriate in order to protect its investment in the Purchased Stock its Shares or in order to comply with any Requirement of Law, or (ed) to the Purchaser's such Shareholder’s or the Company's ’s officers, directors, stockholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscounsel; provided, and provided further, that nothing in this Agreement shall restrict each of GA LLC, Xxxxxx Kong (Holdings) Limited and Xxxxxxxxx Whampoa Limited may disclose on its worldwide web page (or on the world wide web page of any party from disclosing information (i) that is already publicly availableof its Subsidiaries), (ii) that was known to the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company and the Company’s logo. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Shareholders Agreement (General Atlantic LLC)

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Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall no Party may issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserby this Agreement, without prior approval by the other parties heretoParties; provided, however, that nothing in this Agreement shall will restrict the Purchaser Debt Holder from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Debt Holder on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser will Debt Holder must use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser Debt Holder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser Debt Holder reasonably believes it appropriate in order to protect its the Debt Holder's investment in the Purchased Stock Preferred Stock, the Warrant or Note or in order to comply with any Requirement of Law, (e) to the PurchaserDebt Holder's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors auditors, investment advisors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsAgreement.

Appears in 1 contract

Samples: Securities Exchange Agreement (Aquis Communications Group Inc)

Publicity; Confidentiality. (a) The initial press release regarding the Merger shall be a joint press release of the Parties and substantially in the form attached hereto as Exhibit D (the “Press Release”). Except in connection with (i) any dispute between or among the Parties regarding this Agreement or the transactions contemplated hereby or (ii) a press release or other public statement that is (A) consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, SEC filings, Q&As or other publicly disclosed documents, in each case, to the extent such disclosure is still accurate, thereafter or (B) as may be required by applicable Requirements Law or by obligations pursuant to any listing agreement with or rules of Lawany national securities exchange or interdealer quotation service or by the request of any Governmental Authority, none the Company and Parent shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority (including any national securities exchange or interdealer quotation service) with respect thereto. Notwithstanding the foregoing, (1) the Company may, without any consultation with Parent, solicit proxies from the Company’s shareholders in support of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning Merger, (2) Parent, Merger Sub and their respective Affiliates, without consulting with the other, may provide ordinary course communications regarding this Agreement, Agreement and the transactions contemplated hereby to existing or the Purchaserprospective general and limited partners, without prior approval by the other parties hereto; providedequity holders, howevermembers, that nothing managers and investors of any Affiliates of such Person, in this Agreement each case, who are subject to customary confidentiality restrictions and (3) no Party shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required to engage in any such consultation regarding any statement, release or appropriate in response to any summons or subpoena or disclosure made by such Party in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the making of a Company Adverse Recommendation Change in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, accordance with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement terms of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netshoes (Cayman) Ltd.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a No publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby shall be made without advance written approval thereof by the Purchaser and the Seller Representative and the Company (which, after the Closing, shall not be unreasonably withheld, conditioned or delayed). The Purchaser and the Seller Representative agree to cooperate in issuing any press release or other public announcement concerning this Agreement or the Purchasertransactions contemplated hereby. Whenever practicable, without prior approval by the Purchaser and the Seller Representative shall each furnish to the other parties hereto; provided, however, that nothing drafts of all such press releases or announcements prior to their release. Nothing contained in this Agreement Section 8.02 shall restrict the Purchaser prevent any party from disclosing information (a) that is already publicly availableat any time furnishing any information to any Authority or from making any filings or disclosures required under the Securities Act or the Securities Exchange Act, or under the rules and regulations of any national securities exchange on which such party’s shares of capital stock are listed, (b) that was known placing (or permitting such party’s representatives to place) a “tombstone” advertisement in any publication or in any marketing or promotional materials, reasonably acceptable to the Purchaser on a non-confidential basis prior to its disclosure by the Companyother parties, or (c) that may furnishing any information concerning the transactions contemplated hereby to such party’s officers, directors, shareholders, partners, Affiliates or representatives. For purposes of the foregoing clauses (b) and (c), Endeavour Capital, Endeavour Associates and their respective Affiliates and representatives shall be required or appropriate in response entitled to any summons or subpoena or use the Company’s logo in connection with any litigationsuch advertisement, provided thatmarketing, promotional materials or other communications. Other than as expressly permitted herein, without the prior written consent of Purchaser, the Purchaser will use reasonable efforts Seller Parties agree not to notify disclose any material, nonpublic information about the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosureany material, and the Purchaser will nonpublic information which they may learn about Purchaser, its Affiliates or its business operations, or use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with information for any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to purpose other than completing the transactions contemplated by this Agreement. The provisions of this Section 8.02 shall continue indefinitely and survive the Closing or any termination of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents.Agreement. * Confidential Treatment Requested -35-

Appears in 1 contract

Samples: Stock Purchase Agreement (UTi WORLDWIDE INC)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of Each Shareholder covenants with the parties hereto Company that it shall not issue a publicity release or public announcement or otherwise directly or indirectly make any public disclosure concerning this Agreement, the transactions contemplated hereby Agreement or the Purchaserbusiness, technology, proprietary data or financial affairs of the Company (which shall include all Director Data, without prior written approval by of the other parties heretoBoard (which it may grant or withhold in its sole discretion); provided, however, that nothing in this Agreement shall restrict any of the Purchaser Shareholders from disclosing information (a) that is already publicly availableavailable through no breach by such Shareholder or any of its Affiliates, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Shareholder will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Shareholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the Purchaser such Shareholder reasonably believes it appropriate in order to protect its investment in the Purchased Stock its Shares or in order to comply with any Requirement of LawLaw (such disclosure not to include any Director Data under any circumstances), or (ed) to the Purchasersuch Shareholder's or the Company's officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel (provided that the Shareholder shall be responsible for ensuring that any subsequent disclosure by such person complies with this Section 9.3 and shall be responsible for any breach hereof by any such Person) or (fe) to Persons Government Authorities from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to any Requirement of Law provided that such applications for any release, consent or approval shall (i) not include any Director Data and (ii) shall be made confidentially or under request for confidential treatment unless such a procedure is not provided for by the transactions contemplated by any of the Transaction DocumentsGovernment Authority; provided, and provided further, that nothing a Shareholder may disclose that it is an investor in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company and include on a non-confidential basis prior to its disclosure by worldwide web page, the name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief Confidential Final Draft - October 7, 2002 description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of its investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto (other than the Company), pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties (including the Transaction DocumentsCompany) and shall give the other parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Investor Rights Agreement (Satyam Infoway LTD)

Publicity; Confidentiality. Except as may be required by applicable Requirements Requirement of Law, none of neither the parties hereto Company nor any Shareholder shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby Company, Luxcol (or any of its Subsidiaries), the Convertible Preferred Shares, the Shareholders or the Purchaserbusiness, technology and financial affairs of the Company or any of its Subsidiaries, without prior approval by the other parties hereto; Controlling Shareholders, provided, however, that nothing in this Agreement shall restrict any of the Purchaser Shareholders from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Shareholder will use reasonable efforts to notify the Company and the other Shareholders in advance of such disclosure so as to permit the Company and the other Shareholders to seek a protective order or otherwise contest such disclosure, and the Purchaser such Shareholder will use reasonable efforts to cooperate, at the expense of the Company, with the Company and the other Shareholders in pursuing any such protective order, (dc) to the extent that the Purchaser such Shareholder reasonably believes it appropriate in order to protect its investment in the Purchased Stock its Shares or in order to comply with any Requirement of Law, (ed) to the Purchaser's such Shareholder’s or the Company's ’s officers, directorsmanagers, stockholdersShareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGAP may disclose on its worldwide web page, (ii) that was known to xxx.xxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company Company’s logo and the aggregate amount of the GAP Shareholders’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Shareholders Agreement (Genpact Investment Co. (Bermuda) LTD)

Publicity; Confidentiality. Except as may be required by -------------------------- applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this -------- ------- Agreement shall restrict the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-non- confidential basis prior to its disclosure by the Company, (c) if any announcement is required by law to be made by any party hereto, provided, -------- however, that may be required or appropriate in response prior to any summons or subpoena or in connection with any litigation, provided that, the Purchaser making such announcement such party will use reasonable efforts to notify the Company in advance deliver a draft ------- of such disclosure so as announcement to permit the Company other parties and shall give the other parties an opportunity to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective ordercomment thereon, (d) to the extent that the a Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (e) to any of the Purchaser's Purchasers' or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel counsel, or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing the parties hereto and -------- ------- their affiliates may disclose the aggregate amount and description of the Purchasers' investment in this Agreement shall restrict the Company. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known prior to making such announcement such party will deliver a draft of such announcement to the Company on a non-confidential basis prior other parties and shall give the other parties reasonable opportunity to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Securities Purchase Agreement (Egain Communications Corp)

Publicity; Confidentiality. Except as may be required by any applicable Requirements Requirement of Law, none of neither the parties hereto Company nor any Stockholder shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby any Stockholder or the Purchaserbusiness, technology and financial affairs of the Company without the prior approval by of the other parties heretoto this Agreement; provided, however, that nothing in this Agreement shall restrict the Purchaser Company or any Stockholder from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any a valid summons or subpoena subpoena; provided that the Company or in connection with any litigationsuch Stockholder, provided thatas the case may be, the Purchaser will use reasonable efforts to notify the Company other parties to this Agreement in advance of such disclosure so as to permit the Company other parties to this Agreement to seek a protective order or otherwise contest such disclosure, and the Purchaser Company or such Stockholder, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, cooperate with the Company other parties to this Agreement in pursuing any such protective order, (dc) to the extent that necessary for the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order Company or such Stockholder to comply with any Requirement of LawLaw (except for any subpoena, summons or similar legal or regulatory process, in which case clause (b) shall apply), (ed) to the Purchaser's such Stockholder’s or the Company's ’s officers, directors, stockholders, investors, lenders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, provided pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, furtherthat, that nothing any potential recipient of information pursuant to clause (c), (d) or (e) of this Section 15.2 shall have, prior to disclosure and receipt of such information, been advised by the disclosing party of the confidential nature of such information and agreed in this Agreement shall restrict writing to be bound by a confidentiality agreement in form and substance reasonably satisfactory to the non-disclosing parties and consistent with the terms hereof. If any announcement or disclosure is required by any Requirement of Law to be made by any party from disclosing information (i) that is already publicly availablehereto, (ii) that was known to the Company on a non-confidential basis prior to its making such announcement or disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors other parties to this Agreement and give the other parties to this Agreement reasonable opportunity to comment thereon prior to its release or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsdisclosure.

Appears in 1 contract

Samples: Stockholders Agreement (Smithfield Foods Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares or in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGAP LLC may disclose on its worldwide web page, (ii) that was known to www.gapartners.com, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Exxxxxxxx Xxxxxxx xx the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by applicable law or the rules of any securities exchange or market on which such shares of Common Stock are traded to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tickets Com Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or Other than for an appropriate public announcement or otherwise make any public disclosure concerning by each party on the date of execution of this Agreement, which may contain price and limited major material terms of the transaction, at no time prior to the Closing will Purchaser or Sellers make any press release or other public statement concerning this Agreement or the transactions contemplated hereby hereby, or disclose the terms hereof or thereof to any third party (other than the attorneys and consultants working on the transactions governed by this Agreement), except with the prior written consent (which shall not be unreasonably withheld, conditioned or delayed) of the other, or as required by law or regulation (including attachment of this Agreement as an exhibit to any filing pursuant to the Securities Exchange Act of 1934, as amended or the PurchaserSecurities Act of 1933, without prior approval by the other parties hereto; providedas amended), however, that nothing in this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationPermit application in furtherance of this Agreement, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (judicial action to enforce this Agreement. Except as provided thatherein, the Company no public statement or third-party disclosure will use reasonable efforts to notify be made by the Purchaser in advance of such disclosure so as to permit or Sellers unless the Purchaser to seek a protective order or otherwise contest such disclosure, and other is first provided the Company will use reasonable efforts to cooperate, at the expense language of the Purchaserproposed statement for its review and afforded a reasonable time to comment. Purchaser shall have the right to make disclosures regarding this Agreement in any filings required by the Securities and Exchange Commission or required by the rules of the Securities and Exchange Commission or New York Stock Exchange without review or consent by Sellers. Purchaser and Sellers agree to keep the terms of this Agreement and all Exhibits confidential, with the Purchaser in pursuing any such protective order), (iv) except to the Company's officersextent required by applicable law or for financial reporting purposes and except that the parties may disclose such terms to their respective counsel, directorsauditors, stockholdersaccountants, agents, advisors, employeeslenders, controlling Persons, auditors or counsel or and other representatives as necessary in connection with the ordinary conduct of their respective businesses (vso long as such persons and entities agree to keep the terms of this Agreement and Exhibits confidential)) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant and as except to the transactions contemplated by any of the Transaction Documentsextent made public in a public statement as provided in this Article 15.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tesoro Corp /New/)

Publicity; Confidentiality. (a) The initial press release regarding the Merger shall be a joint press release of the Parties. Except in connection with (i) a Change of Recommendation, (ii) any dispute between or among the Active.22007448.8.doc Parties regarding this Agreement or the transactions contemplated hereby or (iii) a press release or other public statement that is (A) consistent in all material respects with previous press releases, public disclosures or public statements made by a Party in accordance with this Agreement, including in investor conference calls, SEC filings, Q&As or other publicly disclosed documents, in each case, to the extent such disclosure is still accurate, thereafter or (B) as may be required by applicable Requirements Law or by obligations pursuant to any listing agreement with or rules of Lawany national securities exchange or interdealer quotation service or by the request of any Governmental Authority, none in each case, as determined in the good faith judgment of the parties hereto Party proposing to make such release, the Company and Parent shall issue consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Governmental Authority (including any national securities exchange or interdealer quotation service) with respect thereto, and in each case shall provide each other with a publicity release or public reasonable opportunity to review and comment on any such release, announcement or otherwise make filing; provided that the Company need not comply with the foregoing provisions in respect of any public disclosure concerning release it desires to make that is issued in connection with the valid termination of this AgreementAgreement and entry by the Company into a Superior Proposal. Notwithstanding the foregoing, (A) the Company may, without any consultation with Parent, make communications in support of the Merger and/or the transactions contemplated hereby or and solicit proxies from the PurchaserCompany’s stockholders, in each case for the purpose of obtaining the Company Requisite Vote and (B) Parent, Merger Sub and their respective Affiliates, without prior approval by consulting with the other parties hereto; providedother, however, that nothing in may provide ordinary course communications regarding this Agreement shall restrict the Purchaser from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts transactions contemplated hereby to cooperateexisting or prospective general and limited partners, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employeesequity holders, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by managers and investors of any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance Affiliates of such disclosure so as Person, in each case, who are subject to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscustomary confidentiality restrictions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ClubCorp Holdings, Inc.)

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this -------- ------- Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such -------- Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company as the case may be reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or to whom notice is required to be provided, pursuant (vii) to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on prospective transferee who executes a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsShares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will, to the extent practicable, deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Investment Agreement (Soros Fund Management LLC)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or any party hereto without the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationlitigation or arbitration, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock or in order to comply with any Requirement of Law, (ed) to the such Purchaser's ’s or the Company's ’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel counsel, (e) to any Person that is reasonably necessary in connection with a proposed acquisition of the Subscribed Shares from the Purchasers or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction Documents; providedLaw, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableGeneral Atlantic LLC may disclose, (ii) that was known with the Company’s prior approval and opportunity to review, on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company Company’s logo and the aggregate amount of the Purchasers’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Note Purchase Agreement (WuXi PharmaTech (Cayman) Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto The Company shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, describing the material terms of the transactions contemplated hereby or (the Purchaser, without prior approval by the other parties hereto“Press Release”) immediately upon Closing; provided, however, that nothing in if Closing occurs after 4:00 P.M. Eastern Time on any trading day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first trading day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the “Form 8-K”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement and the form of Warrant) as soon as practicable following the date of execution of this Agreement but in no event more than five (5) trading days following the date of execution of this Agreement, which Press Release and Form 8-K shall restrict be subject to prior review and comment by Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP. Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP shall have the Purchaser from disclosing information right to review a reasonable period of time before issuance of any press releases, filings with the Commission (a) that except for such filings which the disclosure of the transaction contemplated hereby is already publicly availableconsistent with the disclosure of the transaction in the Form 8-K), (b) that was known NASD or any stock exchange or interdealer quotation system, or any other public statements with respect to the Purchaser on a non-confidential basis transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP, to its disclosure make any press release or public filings with respect to such transactions as is required by applicable law and regulations (although Jenkens & Xxxxxxxxx Xxxxxx Xxxxxx LLP shall be consulted by the Company, (c) that may be required or appropriate in response to any summons or subpoena or Company in connection with any litigationsuch press release or public filing prior to its release or filing and shall be provided with a copy thereof and be given an opportunity to comment thereon, provided thatexcept for such filings which the disclosure of the transaction contemplated hereby is consistent with the disclosure of the transaction in the Form 8-K). The Company agrees that it will not disclose, and will not include in any public announcement, the Purchaser will use reasonable efforts to notify name of the Company in advance Purchasers without the consent of the Purchasers unless and until such disclosure so as to permit the Company to seek a protective order is required by law or otherwise contest such disclosureapplicable regulation, and the Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) then only to the extent that the Purchaser reasonably believes it appropriate of such requirement. The Purchasers agree to hold in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to strict confidence information regarding the transactions contemplated by this Agreement, as well as any of material, non-public information contained in the Transaction Documents; provideddisclosure schedules to this Agreement, further, until such time that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of has made such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsinformation public.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase (Satcon Technology Corp)

Publicity; Confidentiality. Except as may be required by applicable Requirements Requirement of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaser, Agreement without prior approval by (i) the other parties heretoCompany and (ii) the General Atlantic Shareholders; provided, however, that nothing in this Agreement shall restrict the Purchaser any party from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other parties in advance of such disclosure so as to permit the Company other parties to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyparty, with the Company other parties in pursuing any such protective order, (dc) to the extent that the Purchaser such party reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (ed) to the Purchaser's or the Company's such party’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel as may be reasonably required or (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction DocumentsLaw; provided, and provided further, that nothing GAP LLC may disclose on its worldwide web page, xxx.xxxxxxxxxx.xxx, the name of the Company and its Subsidiaries, the name of the Chief Executive Officer of the Company and its Subsidiaries, a brief description of the business of the Company and its Subsidiaries, the Company’s and the Subsidiaries’ logo and the aggregate amount of the General Atlantic Shareholders’ investment in the Company. Nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to from making disclosure concerning this Agreement in its disclosure by filings under the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsSecurities Act.

Appears in 1 contract

Samples: Shareholders Agreement (Vimicro International CORP)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none (a) None of the parties hereto Holders, except in their capacity as an officer, director or employee of the Company, shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or regarding the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser a Holder from disclosing information (ai) that is already publicly available, (bii) that was known to the Purchaser Holder on a non-confidential basis prior to its disclosure by the Companydisclosing party, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser Holder will use reasonable efforts to notify the Company disclosing party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companydisclosing party, with the Company disclosing party in pursuing any such protective order, (div) to the extent that the Purchaser Holder reasonably believes it appropriate in order to protect its investment in the Purchased Stock Series Preferred or in order to comply with any Requirement requirement of Lawlaw, (ev) to the Purchaser's or the Company's Holder’s officers, directors, stockholdersshareholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information Documents or (ivii) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided thatcontemplated transfer of any Shares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common are traded to be made by any Holder, the Company prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Intrexon Corp)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaser, Purchasers without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser Purchasers or the Company from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Purchasers on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's Purchasers’ or the Company's ’s officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information Documents or (if) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsNotes or the Conversion Securities or the capital stock of the Company issuable upon the conversion or exercise thereof. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other party and shall give the other party reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Convertible Promissory Note Purchase Agreement (Transgenomic Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the such Purchaser's or the Company's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly availableafter the Closing, (ii) that was known to GAP LLC may disclose on its worldwide web page, xxx.xxxxxxxxxx.xxx, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense name of the PurchaserChief Executive Officer of the Company, with a brief description of the Purchaser in pursuing any such protective order)business of the Company, (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be providedmade by any party hereto, pursuant prior to making such announcement such party will deliver a draft of such announcement to the transactions contemplated by any of other parties and shall give the Transaction Documentsother parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Stock and Warrant Purchase and Exchange Agreement (Vectis Cp Holdings LLC)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none None of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or the transactions contemplated hereby or the Purchaser, Purchasers without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict the Purchaser Purchasers or the Company from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser Purchasers on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, (d) to the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's ’s or the Company's ’s officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fe) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information Documents or (if) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsPurchased Shares or Warrants. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other party and shall give the other party reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Transgenomic Inc)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Investors or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Investors from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such Investor on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such Investor will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser such Investor will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that the Purchaser such Investor reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's such Investor’s or the Company's ’s officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by the Transaction Documents. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon; provided, however, that the Investors may file an amendment to their Schedule 13D and Forms 4 with the Commission without either soliciting any comments from any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on other parties hereto or delivering a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance copy of such disclosure so as filings to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsother parties hereto, except as required by law or regulation. Each of the Investors acknowledge that if such Investor becomes aware of material non-public information, such Investor’s ability to trade in the Company’s securities may be restricted.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Critical Path Inc)

Publicity; Confidentiality. Except No party hereto, nor any of his or its respective Affiliates (as may be required by applicable Requirements such term is defined in Rule 405 under the Securities Act of Law1933, none of the parties hereto as amended) or representatives, shall issue a publicity any other press release or other publicly available document or make any public announcement statement, grant any interviews with the press or any other persons, or otherwise make any public disclosure statements concerning this Agreement. Notwithstanding any provisions of this Agreement to the contrary, the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in no provision of this Agreement shall restrict the Purchaser prohibit any party from disclosing information (a) filing any documents or making any disclosures required by the Securities and Exchange Commission (the "SEC"), applicable state securities agencies or upon advice of counsel rendered to Advanced Cell in good faith or making any other public disclosure required by the federal or state securities law, provided that is already publicly availablethe content of any document so filed does not violate any of the other terms and conditions of this Agreement unless such content constitutes disclosure required by any securities laws or rules or regulations promulgated from time to time by the SEC or applicable state securities agencies, (b) that was known filing any documents or disclosing any information required to be filed or disclosed pursuant to the Purchaser on a non-confidential basis prior to its disclosure by Internal Revenue Code of 1986, as amended, the Companyrules and regulations thereunder, any applicable state or local tax code, or the rules and regulations under such state or local code, (c) that may be required or appropriate in response responding to any summons or legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction and testifying truthfully pursuant to such subpoena or other request, (d) enforcing any rights of such party under this Agreement, (e) communication with counsel, accountants, auditors, brokers, consultants, advisors and other service providers who have a reasonable need to know the contents of this Agreement, or (f) communication with actual or prospective investors about the settlement in connection with a non-disparaging manner. In the event that a party is requested or required by law, rule, regulation, legal, judicial or regulatory proceeding, governmental or similar authority or by the rules of any litigationrecognized stock ' exchange or self-regulatory agency to disclose any information prohibited from being disclosed hereunder, provided that, the Purchaser will use reasonable efforts to such party agrees that it shall promptly notify the Company other party in advance writing of the existence, terms and circumstances of any such disclosure request or requirement (unless such notice is prohibited by law, rule, regulation or the body, if any, making the request) so as to permit that the Company to non-disclosing party may seek a protective order or otherwise contest such disclosure, and other appropriate remedy and/or waive compliance with the Purchaser will use reasonable efforts to cooperate, at the expense provisions of this Agreement. If this Agreement constitutes material non-public information concerning the Company, with then the Company in pursuing any such protective order, (d) to shall publicly disclose the extent that the Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply material terms of this Agreement and file a Form 8­K with any Requirement of Law, (e) to the Purchaser's or the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant respect to the transactions contemplated by any of hereby within one day following the Transaction Documents; provided, further, date hereof. Any failure to file such 8-K and make such public disclosure shall mean that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a does not so constitute material non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentspublic information.

Appears in 1 contract

Samples: Settlement Agreement and Mutual Release (Advanced Cell Technology, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, the Purchasers or the Purchaserbusiness, technology and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser parties from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser such party on a non-confidential basis prior to its disclosure by the Companyother parties, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, the Purchaser that such party will use reasonable efforts to notify the Company other parties in advance of such disclosure so as to permit the Company other parties to seek a protective order or otherwise contest such disclosure, and the Purchaser such party will use reasonable efforts to cooperate, at the expense of the Companyother parties, with the Company other parties in pursuing any such protective order, (d) to the extent that the Purchaser such party reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, (e) to the Purchaser's or the Companysuch party's officers, directors, stockholdersshareholders, advisors, employees, members, partners, controlling Personspersons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsthis Agreement; provided, and provided further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to after the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatClosing, the Company will use reasonable efforts to notify Purchasers may disclose on the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosureworldwide web page www.gapartners.com, and the Company will use reasonable efforts to cooperatemay disclose on the worldwide web pxxx xxx.xxxxxxxxxx.com, at the expense name of the PurchaserCompany, with the Purchaser in pursuing any such protective order)name of the Purchasers, (iv) to xxx xxxx xx xxx Chief Executive Officer of the Company, a brief description of the business of the Company, the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice logo and the aggregate amount of the Purchasers' investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon; provided, pursuant however, that the delivering party has no obligation whatsoever to the transactions contemplated by take into account any of the Transaction Documentssuch comments.

Appears in 1 contract

Samples: Stock Purchase and Exchange Agreement (Infogrames Inc)

Publicity; Confidentiality. (a) Except as may be required by applicable Requirements law or the rules of Lawany securities exchange or market on which shares of Common Stock are traded, none of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby or the Purchaserbusiness and financial affairs of the Company, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any Purchaser or the Purchaser Company from disclosing information (ai) that is already publicly available, (bii) that was known to such Purchaser or the Purchaser Company on a non-confidential basis prior to its disclosure by the CompanyCompany or such Purchaser, as the case may be, (ciii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided thatthat such Purchaser or the Company, as the Purchaser case may be, will use reasonable efforts to notify the Company or the Purchaser, as the case may be, in advance of such disclosure so as to permit the Company or the Purchaser, as the case may be, to seek a protective order or otherwise contest such disclosure, and such Purchaser or the Purchaser Company, as the case may be, will use reasonable efforts to cooperate, at the expense of the Company, with the Company or the Purchaser, as the case may be, in pursuing any such protective order, (div) to the extent that such Purchaser or the Purchaser Company, as the case may be, reasonably believes it appropriate in order to protect its investment in the Purchased Stock Shares in order to comply with any Requirement of Law, (ev) to the such Purchaser's or the Company's 's, as the case may be, officers, directors, stockholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors or counsel or counsel, (fvi) to Persons from whom releases, consents who are parties to similar confidentiality agreements or approvals are required, or (vii) to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee who executes a confidentiality agreement in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance contemplated transfer of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction DocumentsShares. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will, to the extent practicable, deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infonow Corp /)

Publicity; Confidentiality. Except (a) The parties agree that neither will issue any press release or otherwise publicize the terms of this Agreement without the written consent of the other party, except as such publicity may be made in the course of normal reporting practices by a party to its direct or indirect partners, shareholders or members or as otherwise required by applicable Requirements of Lawlaw. Notwithstanding the foregoing to the contrary, none of (i) Preferred Investor shall be authorized to issue one or more press releases following the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, Effective Date containing terms satisfactory to the transactions contemplated hereby or the Purchaser, without prior approval by the other parties heretoPreferred Investor in its sole discretion; provided, however, that nothing Preferred Investor shall endeavor in this Agreement shall restrict good faith to consult with Common Member in the Purchaser from disclosing information (apreparation and distribution of such press release(s) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or so long as such consultation does not cause unreasonable delay in connection with any litigation, provided that, the Purchaser will use reasonable efforts to notify the Company in advance preparation and distribution of such disclosure so press release(s) and (ii) Preferred Investor’s prior written consent shall not be required with respect to any regulatory filings with state and/or federal securities regulatory governmental authorities (e.g., Form 10-K, Form 10-Q and Form 8-K), as to permit long as the Company to seek a protective order or otherwise contest such disclosure, and the Purchaser will use reasonable efforts to cooperate, at the expense descriptions of the CompanyAgreement, with the Company in pursuing any such protective order, Transactions or Preferred Investor (d) to the extent that applicable) are substantially the Purchaser reasonably believes it appropriate in order to protect its investment same as those descriptions set forth in the Purchased Stock in order to comply with any Requirement Form 8-K of LawBroad Street dated on or about the date hereof, (e) a copy of which has been approved by Preferred Investor. Except to the Purchaser's extent required under any applicable law, any modifications to the descriptions of the Agreement, Transactions or Preferred Investor (to the Company's officers, directors, stockholders, advisors, employees, members, partners, controlling Persons, auditors or counsel or (fextent applicable) to Persons from whom releases, consents or approvals are required, or to whom notice is required which cause such descriptions not to be providedsubstantially the same as those descriptions set forth in the Form 8-K of Broad Street dated on or about the date hereof, pursuant shall be subject to the transactions contemplated by any of the Transaction Documents; providedPreferred Investor’s prior written consent, furtherwhich consent shall not be unreasonably withheld, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required conditioned or appropriate in response to any summons or subpoena or in connection with any litigation (provided that, the Company will use reasonable efforts to notify the Purchaser in advance of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentsdelayed.

Appears in 1 contract

Samples: Preferred Equity Investment Agreement (Broad Street Realty, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none Neither of the parties hereto shall issue a publicity release or public announcement or otherwise make any public disclosure concerning this Agreement, the transactions contemplated hereby hereby, or, with respect to Intrexon, regarding the business, technology, or the Purchaserfinancial affairs of AquaBounty, without prior approval by the other parties heretoparty; provided, however, that nothing in this Agreement shall restrict the Purchaser AquaBounty or Intrexon from disclosing information (a) that is already publicly available, ; (b) that was known to the Purchaser Intrexon on a non-confidential basis prior to its disclosure by the Company, AquaBounty; (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, provided that, that the Purchaser parties will use reasonable efforts to notify the Company other party in advance of such disclosure so as to permit the Company such party to seek a protective order or otherwise contest such disclosure, and the Purchaser such other party will use reasonable efforts to cooperate, at the expense of the Companyparty trying to prevent such disclosure, with the Company such party in pursuing any such protective order, ; (d) to the extent that the Purchaser Intrexon or AquaBounty reasonably believes it appropriate in order to protect its investment in the Purchased Stock in order to comply with any Requirement of Law, ; (e) to the Purchaser's Intrexon’s or the Company's AquaBounty’s officers, directors, stockholdersshareholders, advisorsagents, employees, members, partners, controlling Personspersons, auditors auditors, or counsel or counsel; (f) to Persons from whom releases, consents consents, or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documents; provided, further, that nothing in this Agreement shall restrict any party from disclosing information or (ig) that is already publicly available, (ii) that was known to the Company on a non-confidential basis prior to its disclosure by the Company, (iii) that may be required or appropriate in response to any summons or subpoena or prospective transferee in connection with any litigation (provided thatcontemplated transfer of any Note. If any announcement is required by law or the rules of any securities exchange or market on which shares of Capital Stock of AquaBounty are traded to be made by any party hereto, the Company prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other party and shall give the other party reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (AquaBounty Technologies, Inc.)

Publicity; Confidentiality. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity press release or public announcement or otherwise make any public disclosure concerning this Agreement, Agreement or any party hereto without the transactions contemplated hereby or the Purchaser, without prior approval by the other parties hereto; provided, however, that nothing in this Agreement shall restrict any of the Purchaser Purchasers from disclosing information (a) that is already publicly available, (b) that was known to the Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigationlitigation or arbitration, provided that, the that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and the such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (dc) to the extent that the such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Stock or in order to comply with any Requirement of Law, (ed) to the such Purchaser's ’s or the Company's ’s officers, directors, stockholdersshareholders, investors, advisors, employees, members, partners, controlling Personspersons, auditors or counsel counsel, (e) to any Person that is reasonably necessary in connection with a proposed acquisition of the Subscribed Shares from the Purchasers or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any Requirement of the Transaction Documents; providedLaw, and provided further, that nothing in this Agreement shall restrict any party from disclosing Purchaser may disclose, with the Company’s prior approval and opportunity to review (except for such information (i) that is already publicly availablepublic on such Purchaser’s worldwide web page), (ii) that was known to on its worldwide web page, the Company on a non-confidential basis prior to its disclosure by name of the Company, (iii) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation (provided thatthe name of the Chief Executive Officer of the Company, a brief description of the business of the Company, the Company Company’s logo and the aggregate amount of the Purchasers’ investment in the Company. If any announcement is required by any Requirement of Law to be made by any party hereto, prior to making such announcement such party will use reasonable efforts to notify the Purchaser in advance deliver a draft of such disclosure so as to permit the Purchaser to seek a protective order or otherwise contest such disclosure, and the Company will use reasonable efforts to cooperate, at the expense of the Purchaser, with the Purchaser in pursuing any such protective order), (iv) announcement to the Company's officers, directors, stockholders, advisors, employees, controlling Persons, auditors or counsel or (v) other parties and shall give the other parties reasonable opportunity to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by any of the Transaction Documentscomment thereon.

Appears in 1 contract

Samples: Share Subscription Agreement (WuXi PharmaTech (Cayman) Inc.)

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