TCI Sample Clauses
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TCI. TCI recognizes and acknowledges that it had in the past and currently has access to certain Confidential Information of the Company, such as operational policies, and pricing and cost policies that are valuable, special and unique assets of the Company's business. TCI agrees that, prior to the Closing, or if the Transactions contemplated by this Agreement are not consummated, it will not disclose such Confidential Information to any Person for any purpose or reason whatsoever, except (a) to authorized representatives of the Company, (b) to counsel and other advisers, provided that such advisers (other than counsel) agree to the confidentiality provisions of this Section 14.2, (c) to the Other Founding Companies and their representatives pursuant to Section 7.1(a), unless (i) such Confidential Information is or becomes known to the public generally through no fault of TCI, (ii) disclosure is required by law or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), TCI shall, if possible, give prior written notice thereof to the Company and the Stockholders and provide the Company and the Stockholders with the opportunity to contest such disclosure, or (iii) the disclosing party reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the disclosing party, and (d) to the public to the extent necessary or advisable in connection with the filing of the Registration Statement and the IPO and the securities laws applicable thereto and to the operation of TCI as a publicly held entity after the IPO. In the event of a breach or threatened breach by TCI of the provisions of this Section 14.2, the Company and the Stockholders shall be entitled to an injunction restraining TCI from disclosing, in whole or in part, such Confidential Information. Nothing herein shall be construed as prohibiting the Company and the Stockholders from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
TCI. At the Closing, TCI shall deliver to --- the appropriate party or parties:
(i) promissory notes to TCIC,TCI K-1 and UA K-1, pursuant to Article VI, paragraph (b)(ii), hereof; and
(ii) certified copies of resolutions of its Board of Directors authorizing the execution, delivery and performance by TCI of this Agreement, which resolutions shall be in full force and effect at and as of the Closing .
TCI. TCI represents and warrants that it shall give a Call --- Notice and purchase shares under this Agreement only in such amounts and at such times as required by the conversion of any shares of TCI Preferred Stock or of any Convertible Notes.
TCI. The TCI Entities for all periods prior to the Initial Contribution Date and the TCI Member for all periods on and after the Initial Contribution Date.
