Access to Information from Agreement and Plan of Merger
This AGREEMENT AND PLAN OF MERGER, dated as of December 6, 2012 (as amended, supplemented or otherwise modified from time to time, this Agreement), is entered into by and between The Toronto-Dominion Bank, a Canadian chartered bank (Parent), Empire Merger Sub, Inc., a Delaware corporation and a Subsidiary of Parent (Merger Sub) and Epoch Holding Corporation, a Delaware corporation (the Company).
Access to Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees and agents and representatives, including any investment banker, financial advisor, attorney, accountant or other advisor, agent, representative, intermediary or affiliate retained in connection with the transactions contemplated by this Agreement (collectively as to each party, its Representatives) of Parent access, during normal business hours, and upon reasonable prior notice, during the period prior to the Effective Time, to all its properties, books, Contracts, commitments and records, and to its officers, employees and Representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of the federal or state securities Laws (provided, that any document filed by the Company on the SECs EDGAR filing system shall (when publicly available) be deemed to have been made available to Parent for purposes of this Section 7.1) and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (x) jeopardize the attorney-client privilege of, (y) contravene any Law applicable to, or (z) violate any obligation (existing on the date hereof) with respect to confidentiality of, in each case, the institution in possession or control of such information. The parties agree to collaborate to make alternative disclosure arrangements, if appropriate, under circumstances in which the restrictions of the preceding sentence apply. (b) Parent shall hold all information furnished by the Company or any of its Subsidiaries or Representatives pursuant to Section 7.1(a) in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, dated May 27, 2011, between Parent and the Company (the Confidentiality Agreement). (c) No investigation by Parent or its Representatives shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the Company set forth herein.
Access to Information from Stockholders Agreement
Pursuant to a Stock Purchase Agreement dated as of the date hereof (the US Purchase Agreement) by and among the Company, Advent Funds (as defined herein), Brooke Funds (as defined herein), Highland Funds (as defined herein), Lululemon Athletica USA Inc., a Nevada corporation (USA), Oyoyo Holdings, Inc. a company formed under the laws of British Columbia (OHI), LIPO Investments (USA), Inc., a company formed under the laws of British Columbia (LIPO (USA)), Dennis Wilson (DW), LIPO (USA) agreed to sell all of the issued and outstanding shares of USA participating preferred stock to the Company in exchange for shares of Series TS Preferred Stock and DW and OHI agreed to sell all of the issued and outstanding shares of USA non-participating preferred stock to the Advent Funds, Brooke Funds and Highland Funds in exchange for cash.
Access to Information. Each Holder (and its respective agents, representatives and advisors) shall, upon written notice to the Company, be permitted all reasonable access, on an ongoing basis, to the books and records of the Company in accordance with (and subject to) the policies developed therefore by the Companys board of directors in accordance with corporate law of the State of Nevada. The Holder requesting such access, and the Company which is the subject of the request for access, shall each bear their respective costs and expenses in respect of such access.
Access to Information from Agreement and Plan of Merger
AGREEMENT AND PLAN OF MERGER, dated as of September 8, 2006 (as it may be amended, restated, supplemented, or otherwise modified from time to time, this Agreement), is by and among Becton, Dickinson and Company, a New Jersey corporation (Parent), Timpani Acquisition Corp., a Delaware corporation (Acquisition Sub), and TriPath Imaging, Inc., a Delaware corporation (the Company).
Access to Information. Between the date of this Agreement and the Closing Date, the Company shall (a) give Parent, Acquisition Sub and their respective counsel, financial advisors, Affiliates, auditors and other authorized representatives (collectively, Acquirors Representatives) reasonable access during normal business hours to the offices, properties, Contracts, books and records (including Tax Returns and other Tax-related information) of the Company and its Subsidiaries, (b) furnish to Acquirors Representatives such financial and operating data and other information (including Tax Returns and other Tax-related information) relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (c) instruct the employees, counsel and financial advisors of the Company and its Subsidiaries to cooperate with Parent and Acquisition Sub in their investigation of the business of the Company and its Subsidiaries; provided, however, that such access shall only be provided to the extent that such access would not violate Applicable Laws. Prior to the Effective Time, any information relating to the Company or its Subsidiaries made available pursuant to this Section 5.3, shall be subject to the provisions of the Confidentiality Agreement. Prior to the Effective Time, neither Parent nor Acquisition Sub shall, and Parent and Acquisition Sub shall cause each of the Acquirors Representatives not to, use any information acquired pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated hereby.