The Confidentiality Agreement. NPS and Shire Human Genetic Therapies, Inc., an affiliate of SPHIL ("SHGT"), entered into a confidentiality agreement dated as of December 16, 2014 (the "Confidentiality Agreement"). As a condition to being furnished Evaluation Material (as defined in the Confidentiality Agreement), SHGT agreed, subject to certain exceptions, that, for a period of three years from the date of the Confidentiality Agreement, it would, and would cause its affiliates to, keep such Evaluation Material confidential and use it solely for the purpose of considering, evaluating, negotiating and/or implementing a possible transaction with, acquisition of or business combination with NPS and direct its representatives to whom such Evaluation Material is disclosed to act consistently with the applicable terms of the Confidentiality Agreement. The Confidentiality Agreement also restricts for a period of one year the ability of SHGT and its affiliates to, among other things: (i) effect or seek, offer or propose to effect, or announce any intention to effect, any acquisition of any securities of NPS or its subsidiaries, certain corporate transactions involving the Company or any of its subsidiaries or any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) to vote any voting securities of NPS or any of its subsidiaries, (ii) otherwise act, alone or in concert with others, to seek to control, advise, change or influence, in any manner, the management, NPS Board or policies of NPS or (iii) make any public disclosure or take any other action that would reasonably be expected to require NPS to make any public disclosure with respect to the foregoing. In addition, the Confidentiality Agreement restricts for a period of one year the ability of SHGT and its affiliates to hire or solicit for hire certain employees of NPS and its affiliates. The foregoing summary description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which Purchaser has filed as an exhibit to the Schedule TO, and which you may examine and copy as set forth in "Section 8—Certain Information Concerning NPS" above.
The Confidentiality Agreement. Abbott and Facet are parties to a confidentiality agreement (the "Confidentiality Agreement"). The Confidentiality Agreement provides, among other things, that, in connection with Abbott's interest in a possible negotiated transaction involving Facet, Abbott will keep all oral and written information concerning, and furnished by, Facet or its representatives and all analyses, compilations, data, studies, notes, interpretations, memoranda, or other documents prepared by Abbott or its representatives containing or based in whole or in part on any such information, confidential and will not disclose such information to any other person (except to its representatives that have a need to know such information for the purpose of evaluating a transaction, or as required by law) without the consent of Facet.
The Confidentiality Agreement. Volcom and PPR entered into a confidentiality agreement dated as of February 1, 2011 (the "Confidentiality Agreement"). Under the Confidentiality Agreement, PPR agreed, subject to certain exceptions, to keep non-public information concerning Volcom confidential.
The Confidentiality Agreement. Beckman Coulter and Danaher entered into a confidentiality agreement dated as of November 16, 2010 (the “Confidentiality Agreement”). Under the Confidentiality Agreement, Danaher agreed, subject to certain exceptions, to keep non-public information concerning Beckman Coulter confidential. This description is qualified in its entirety by reference to the Confidentiality Agreement, attached hereto as Exhibit (d)(2), and which is incorporated herein by reference.
The Confidentiality Agreement. Consequently, the parties, each now wishing to protect his Confidential Information, agree that:
The Confidentiality Agreement. The Company, the Parent and Nipro Medical entered into the Confidentiality Agreement on August 18, 2009 in connection with their initial discussions regarding a potential business combination. Pursuant to the Confidentiality Agreement, the Parent and Nipro Medical agreed to, among other things and subject to certain exceptions, keep confidential information furnished to it and its representatives by or on behalf of the Company, and to use such information solely for the purpose of evaluating a possible transaction with the Company. Pursuant to the Confidentiality Agreement, the parties also agreed (i) on mutual employee nonsolicitation provisions, subject to certain conditions, for a period of two years from the date of the Confidentiality Agreement, and (ii) on a standstill period of eighteen months from the date of the Confidentiality Agreement. 53 The foregoing summary of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit (d)(9) to the Schedule TO and is incorporated herein by reference.
The Confidentiality Agreement. 3.1 This Confidentiality Agreement is agreed between
The Confidentiality Agreement. The following summary description of the Confidentiality Agreement (as defined below) is qualified in its entirety by reference to the Confidentiality Agreement, which is incorporated herein by reference and a copy of which is filed as an exhibit to the Schedule TO, which you may examine and copy as set forth in "Section 8—Certain Information Concerning Vital Images—Additional Information" above. Vital Images and TMSC entered into a confidentiality agreement, dated January 28, 2011 (the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, subject to certain exceptions, TMSC agreed to keep confidential all written, electronic or oral data, reports, interpretations, forecasts, records, statements, documents and information of any kind concerning Vital Images and its subsidiaries that Vital Images provided to TMSC. TMSC agreed under the Confidentiality Agreement not to solicit for hire certain Vital Images employees, including Vital Images' officers, for 18 months after the date of the Confidentiality Agreement. In addition, TMSC agreed, subject to certain exceptions, to a standstill provision pursuant to which TMSC agreed not to take certain acquisition-related actions for 18 months after the date of the Confidentiality Agreement, without being invited by Vital Images to do so.
The Confidentiality Agreement. The Confidentiality, Intellectual Property Rights and Non-Solicitation provisions in the Confidentiality Agreement signed by the Company and the Employee on or immediately (the “Confidentiality Agreement”, attached as Annexure B hereto) after the hire date of the Employee shall survive the termination of the Employment Contract.
The Confidentiality Agreement. The parties acknowledge that Purchaser and the LLC have previously executed that certain letter agreement, dated as of August 16, 2013, as may be further amended or supplemented (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly waived or modified as provided herein or therein, until the Closing, at which time it will automatically terminate and be of no further force or effect.