Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Mill Road Capital II, L.P.), Agreement and Plan of Merger (Skullcandy, Inc.), Agreement and Plan of Merger (Mill Road Capital II, L.P.)
Access. At Subject to the provisions of the Confidentiality Agreement, from and after the expiration or termination of all times applicable waiting periods under the HSR Act and until the earlier of the termination of this Agreement or the Effective Time, upon reasonable request, the Company shall afford to Parent and to Parent's agents, accountants, officers, employees, attorneys and other authorized advisers and representatives reasonable access, during normal business hours, to the period commencing on Company's properties, facilities, books, records, financial statements and other documents and materials relating to its financial condition, assets, liabilities and business. In addition, from and after the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant or the Effective Time, the Company, upon reasonable request, shall confer and consult with representatives of Parent to Article IX report on operational matters, financial matters and the Acceptance general status of ongoing business operations of the Company. From time to time after the date of this Agreement and until the earlier of the termination of this Agreement or the Effective Time, the Company shall afford Parentfurnish promptly to Parent a copy of each report, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants schedule and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of document filed by the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which received by the Company or any after the date of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted this Agreement pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct requirements of Federal or state securities Laws promptly after such documents are available. Notwithstanding any of the business of foregoing, neither the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or nor any of its Subsidiaries shall be subject required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiondate of this Agreement. The terms and conditions parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the Confidentiality Agreement shall apply to preceding sentence apply. No information or knowledge obtained in any information obtained by Parent or any of its financial advisorsinvestigation, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall 7.2 or otherwise, will affect or be construed deemed to require modify any representation or warranty contained herein or the Company, any of its Subsidiaries or any Representatives of any conditions to the obligations of the foregoing parties to prepare any reports, analyses, appraisals, opinions or other informationconsummate the Offer and the Merger.
Appears in 5 contracts
Samples: Iv Acquisition Agreement (Zebra Technologies Corp/De), Iv Acquisition Agreement (Fargo Electronics Inc), Iv Acquisition Agreement (Fargo Electronics Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract; and provided further, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege, including, to the extent practicable, by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionPhase 1 or Phase 2 environmental assessments or other invasive testing. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in this Section 7.6 6.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/), Agreement and Plan of Merger (Integrated Silicon Solution Inc)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimePre-Closing Period, the Company shall, and shall cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In the event that ; or (d) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (it being understood that if the Company and its Subsidiaries do not provide access or any information in reliance on the preceding sentenceexclusions in the foregoing clauses (a), it shall (b) or (c), then the Company or such Subsidiary will use its commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate communicate, to the extent permitted, the applicable information to Parent or other matter in a way that would not violate prohibit any applicable Law or agreement, result in the applicable Lawwaiver of any such privilege, Contract cause a violation or obligation default under such Contract). Nothing in this Section 6.8 will be construed to require the Company, any of its Subsidiaries or waive such a privilegeany of their respective Representatives to prepare any reports, analyses, appraisals or opinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive any “invasive” testing without the Company’s prior written consentor soil, in its sole discretionair or groundwater sampling, including any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the Company’s General Counsel or another person designated in writing by the Company. Without limiting the generality of the foregoing, any of during the Pre-Closing Period, the Company agrees to, and to cause its Subsidiaries or any Representatives of any to, subject to applicable Law and this Section 6.8 (i) reasonably assist and reasonably cooperate with Parent and its Subsidiaries to facilitate planning for the post-Closing integration of the foregoing Company and its Subsidiaries with Parent and its Subsidiaries (including, at the request of Parent from time to prepare any reportstime, analysesreasonably assisting and cooperating with Parent and its Subsidiaries in the planning and development of a post-Closing integration plan), appraisals, opinions or other information(ii) provide reasonable access to key personnel identified by Parent to facilitate Parent’s efforts with respect to the post-Closing retention of such key personnel and (iii) provide Parent with reasonable periodic updates on activities relating to the integration and performance of the Company’s and its Subsidiaries’ existing businesses.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (Open Text Corp)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords and personnel of the Company and its Subsidiaries and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices the Company shall (and other facilitiesshall cause its Subsidiaries to) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel as Parent may reasonably request, in each case solely for the purpose of effectuating the CompanyTransactions or for reasonable integration planning purposes; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) reasonably determines access to such documents or information would give rise to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (ivc) access such documents or information relate to a Contract the evaluation or negotiation of this Agreement, the Transactions or, subject to which the Company Section 6.2 and Section 6.3, an Acquisition Proposal or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractSuperior Proposal. In the event that the Company does not provide access or information in reliance on clauses (a) or (b) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 (i) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries and (ii) shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, Company or any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, appraisals or opinions or other informationthat are not readily available.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Abiomed Inc), Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the Acceptance Appointment Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions Company shall make available to Parent, as promptly as reasonably practicable, (i) a list of commercial Software code that is incorporated by the Company or its Subsidiaries into the products of the Confidentiality Agreement shall apply Company and its Subsidiaries and that is licensed to any information obtained Company or its Subsidiaries by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted a third party pursuant to a negotiated license with the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the CompanyCompany or its Subsidiaries, any of its Subsidiaries or any Representatives of any and (ii) copies of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.applicable licenses; in each case,
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (3PAR Inc.)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimePre-Closing Period, the Company shall will, and will cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any Trade Secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (it being understood that if the Company and its Subsidiaries do not provide access or any information in reliance on the preceding sentenceexclusions in the foregoing clauses (a) or (b), it shall then the Company or such Subsidiary will use its commercially reasonable efforts to provide notice to Parent promptly upon obtaining knowledge that such information is being withheld and the Company or such Subsidiary will use reasonable best efforts to communicate communicate, to the extent permitted, the applicable information to Parent or other matter in a way that would not violate prohibit any applicable law or agreement or result in the applicable Lawwaiver of any such privilege). Nothing in this Section 6.8 will be construed to require the Company, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive any “invasive” testing without the Company’s prior written consentor soil, in its sole discretionair or groundwater sampling, including any Phase I or Phase II environmental assessments. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the Company, any of its Subsidiaries ’s General Counsel or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timecompliance with applicable Laws, the Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business accountants, consultants, legal counsel, accountants financial advisors and agents and other agents and representatives (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ employees, officers, properties, contracts, commitments, books and records, contractsother than any such matters that relate to the negotiation and execution of this Agreement, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal, in each case, for purposes reasonably related to consummating the Merger or carrying out post-Merger integration (but without limiting the Company’s obligations under Section 5.4 in respect of an Alternative Proposal or Superior Proposal). The foregoing notwithstanding, the Company shall not be required to afford such access (i) if such access would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (y) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of its Affiliates is a party); provided, however, that the Company may restrict shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any of the foregoing restrictions apply to allow access in a manner that does not result in such effect, or (ii) to such information that relates to the minutes of the meetings of the Board of Directors or its committees where the Board of Directors or any applicable committee discussed the transactions contemplated by this Agreement or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise prohibit relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to any documents or information this Section 5.3 to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of or information is reasonably pertinent to a litigation where the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breachAffiliates, contravene or violate any then effective Contract to which on the Company one hand, and Parent, Merger Sub or any of its Subsidiaries is a partytheir respective Affiliates, (iii) access on the other hand, are adverse parties or reasonably likely to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which become adverse parties. To the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event extent that the Company does not determines doing so may be reasonably required for the purpose of complying with applicable antitrust Laws, information disclosed pursuant to this Section 5.3 may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, provided, that such disclosure would reasonably permit the disclosure of information without violating applicable Law or jeopardizing applicable legal privilege. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth above to provide access to employees, officers, properties, contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate would not be permitted under the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to Law (including any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCOVID-19 Measures).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.), Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries; provided, however, that (a) the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law (including any COVID-19 Measures) requires the Company or any of its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (iv) such documents or information relate to the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 5.2, an Acquisition Proposal or Superior Proposal, and (b) in each case, such access may be limited to a Contract to which the extent the Company reasonably determines, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of any employee of the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractSubsidiaries. In the event that the Company does not provide access or information in reliance on (x) clauses (a)(i), (a)(ii) or (a)(iii) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation or waive such a privilege, and (y) clause (b) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not jeopardize the health and safety of any employee of the Company or any of its Subsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , shall be subject to the Company’s or any of its Subsidiaries’ reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in this Section 7.6 6.6 shall be construed to require the Company, any of its Subsidiaries Company or any Representatives of any of the foregoing to prepare any new reports, analyses, appraisals, opinions or other information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reata Pharmaceuticals Inc), Agreement and Plan of Merger (Biogen Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel and Representatives of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; or (ivc) access to a Contract in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts Subject to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegethe Company will provide Parent with reports of the Company reasonably requested by Parent. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.6 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in All requests for access pursuant to this Section 7.6 shall 6.6 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimePre-Closing Period, the Company shall, and shall afford Parent, Acquisition Sub, cause its Subsidiaries and their respective officers, a reasonable number of their directors, employees and their financial advisorsother Representatives to, business consultantsupon Parent’s reasonable advance notice to the Company, legal counselprovide the officers, accountants employees, agents and other agents Representatives of Parent and representatives Merger Sub reasonable access during normal business hours, upon reasonable notice, to the officers, employees, Representatives, properties, books and facilities, books, records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices contracts and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations assets of the Company or any of and its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) as Parent shall reasonably request so long as such access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries, and shall furnish Parent and Merger Sub with such other data and information as Parent and Merger Sub shall reasonably request that is in the possession and custody or control of the Company and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of their respective Representatives; provided, however, that nothing in this Section 5.5(a) will require the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisorstheir respective Representatives to disclose any information which would (i) (x) violate any Law or Judgment, business consultants, legal counsel, accountants (y) violate any binding confidentiality obligation of the Company and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries to a third party if the Company shall have used commercially reasonable efforts to obtain the required consent or any Representatives waiver of such third party, or (z) result in a waiver of attorney-client privilege, work product doctrine or similar privilege, so long as, in the case of clauses (y) and (z), the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure as promptly as reasonably practicable that does not suffer from any of the foregoing impediments or (ii) require the Company or any of the Company’s Subsidiaries to prepare disclose any reportsinformation concerning a Takeover Proposal or Takeover Inquiry except as otherwise required herein. Parent, analysesMerger Sub and their respective officers, appraisals, opinions or other informationemployees and agents will hold any such information in confidence in accordance with the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cascadian Therapeutics, Inc.), Agreement and Plan of Merger (Seattle Genetics Inc /Wa)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractsofficers, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties agents and personnel of the CompanyCompany and its Subsidiaries and the Company shall, and shall cause its Subsidiaries to furnish to Parent promptly, such information concerning the Company and its Subsidiaries business, personnel, assets, liabilities and properties as Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Order requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a risk would, in the Company’s good faith opinion after consultation with outside legal counsel, result in the loss of waiving any attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information, or (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such ContractContract (provided that such contract is listed on Section 3.12 of the Company Disclosure Letter), or (d) subject to the terms of Section 5.2(b) and Section 5.2(c), such documents or information relate directly or indirectly to any Acquisition Proposals that the Company or any of its Representatives may have received from any Person or any discussions or negotiations that the Company or any of its Representatives is having with respect to any Acquisition Proposal or any other proposals that could lead to an Acquisition Proposal; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.5 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that any of the Company or its Subsidiaries does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Order, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Subsidiaries, or create a an unreasonable risk of material damage or destruction to any material property or assets of the Company or any of its Subsidiaries. Any access to the Company’s or its Subsidiaries’ properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.65.5. Nothing in All requests for data and access under this Section 7.6 Agreement shall be construed made only to require and through one or more of the individuals designated in writing by an Executive Vice President of the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Hewlett Packard Co)
Access. At all times during the period commencing on the date of this Agreement and continuing until Until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees its Affiliates and its financing sources and their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeprior notice provided to the Company’s Chief Executive Officer and Chief Financial Officer, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany as Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract. In the event Contract (it being agreed that the Company does not provide access and Parent shall cooperate in good faith to design and implement alternative procedures to enable Parent to evaluate any such Contract without causing a violation or causing a default thereunder or giving any third party a right to terminate or accelerate the rights thereunder); or (d) such disclosure relates to individual performance or personnel evaluation records, medical histories or other personnel information that in reliance on the preceding sentenceCompany’s good faith opinion could subject the Company or any of its Subsidiaries to liability; and provided, it further, that nothing in this Section 5.8 shall use be construed to require the Company or its reasonable best efforts Representatives to communicate the applicable information to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Parent, its Affiliates and its financing sources or any of its their respective financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Knology Inc), Agreement and Plan of Merger (Valley Telephone Co., LLC)
Access. At all times during Subject to applicable Law relating to the period commencing on the date sharing of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hoursinformation, upon reasonable notice, and except as may otherwise be required by applicable Law, each of Yankees and Braves shall (and each shall cause its Subsidiaries to) afford to the other Party’s officers, employees, counsel, accountants, consultants and other authorized representatives (“Representatives”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books books, contracts and recordsrecords and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices each shall (and shall cause its Subsidiaries to) furnish promptly to the other facilitiesParty all information concerning its business, properties and personnel of the Companyas may reasonably be requested; provided, howeverthat no investigation pursuant to this Section 4.6 shall affect or be deemed to modify any representation or warranty made by any Party; and provided, further, that the Company may restrict foregoing shall not require either Yankees or otherwise prohibit access to any documents or information to the extent that Braves (i) to permit any applicable Law requires inspection, or to disclose any information, that in the Company reasonable judgment of the disclosing Party would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to restrict or otherwise prohibit access confidentiality if such disclosing Party shall have used reasonable best efforts to obtain the consent of such third party to such documents inspection or informationdisclosure, (ii) granting such access would violate to disclose any obligations privileged information of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company itself or any of its Subsidiaries. Any access , (iii) in the case of Yankees, (x) to the properties of the Company permit any inspection, or to disclose any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply information relating to any information obtained regulatory enforcement, investigations or inquiries conducted by Parent Yankees or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of other regulatory activities conducted by Yankees or any of its Subsidiaries that the foregoing Chief Executive Officer of Yankees Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to prepare disclose to Braves, or (y) to permit any reportsinspection, analysesor to disclose any information relating to any regulatory enforcement, appraisalsinvestigations or inquiries conducted by Yankees Stock Exchange LLC or Yankees Arca, opinions Inc. or any other informationregulatory activities that the Chief Executive Officer of Yankees Regulation, Inc. determines, in his or her sole discretion, is confidential and inappropriate to disclose to Braves, or (iv) in the case of Braves, (x) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries or any other regulatory activities conducted by Braves or any of its Subsidiaries, if Braves or any of its Subsidiaries determines, in its sole discretion, that such information is confidential and inappropriate to disclose to Yankees, or (y) to permit any inspection, or to disclose any information relating to any regulatory enforcement, investigations or inquiries conducted by Braves or any of its Subsidiaries, if Braves or any of its Subsidiaries determines, in its sole discretion, that such information is confidential and inappropriate to disclose to Yankees. All requests for information made pursuant to this Section 4.6 shall be directed to an executive officer of Yankees or Braves, as the case may be, or such Person as may be designated by either of their executive officers, as the case may be, with a copy to the General Counsel of such Party. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NYSE Euronext), Agreement and Plan of Merger (Intercontinentalexchange Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeClosing, the Company shall will afford Parentthe Purchaser reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that: (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transactions or the transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.7(c); (ivd) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and the Purchaser and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the applicable right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to Parent cease to benefit from legal privilege, including by redacting or obtaining consent in a way that would not violate connection therewith. Nothing in this Section 6.7 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals or waive such a privilegeopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.7 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing without or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the Company’s prior written consent, in its sole discretionsort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent the Purchaser or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing 6.7; provided that, notwithstanding any provision to the contrary in this Section 7.6 the Confidentiality Agreement, the Purchaser and any of its Representatives shall be construed permitted to require disclose to the Other Purchasers and their respective Representatives any information of the Company and discuss with the Other Purchasers and their respective Representatives any information of the Company, any of its Subsidiaries in each case, including in connection with the Transactions or any other Acquisition Proposal, except that the Purchaser or its Representatives of shall not disclose to the Other Purchasers or their respective Representatives any Company information that is competitively sensitive and is designated in writing by the Company to be for such Purchaser’s access only (or that otherwise directly relates only to commercial matters or arrangements of the foregoing Company in the ordinary course of business (and not the Transaction or any Acquisition Proposal) and, notwithstanding the foregoing, would otherwise be prohibited to prepare be disclosed by the Purchaser or its applicable Affiliates pursuant to another confidentiality agreement between the Purchaser or its Affiliates and the Company or its Affiliates). All requests for access pursuant to this Section 6.7 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. Notwithstanding any reportsprovision to the contrary in the Confidentiality Agreement, analyses, appraisals, opinions or other informationthe Confidentiality Agreement shall automatically terminate at the Closing.
Appears in 2 contracts
Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)
Access. At all times during During the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX ARTICLE VIII and the Acceptance Effective Time, each of the Company and Parent shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees the other and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hourshours and in a manner that does not unreasonably disrupt or interfere with business operations, upon reasonable notice, to the its properties, books and records, contractsContracts, analysesPermits, tax returnsand personnel, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Companyas such party may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 6.09) shall apply to any documents information provided to Parent or the Company pursuant to this Section 6.06; and provided further, that neither Parent nor the Company shall be required to, or be required to cause its Subsidiaries to, afford access or disclose any information that would, in the reasonable judgment of Parent or the Company, as the case may be, (a) violate any Applicable Law or Order (including Antitrust Laws and COVID-19 Measures), (b) result in a violation of a confidentiality agreement with a third party entered into prior to the extent that date of this Agreement or entered into after the date of this Agreement in the Ordinary Course or (ic) any applicable Law requires jeopardize the Company to restrict attorney-client, attorney work product or otherwise prohibit access to such documents other legal privilege of Parent or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contracttheir respective Subsidiaries. In the event that the Company or Parent does not provide access to or disclose information to Parent or the Company in reliance on the final proviso of the preceding sentence, it such party shall use its reasonable best efforts to communicate the applicable such information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted other party in a manner that does not unreasonably interfere with result in the conduct violation of any such obligation, Applicable Law or Order or the business jeopardy of such protections. Notwithstanding the foregoing, neither Parent nor the Company shall be permitted to perform any on-site procedures (including an on-site environmental or its Subsidiaries or create a risk of damage or destruction other study) with respect to any property or assets of the Company other party or any of its Subsidiaries. Any access to the properties of the Company or any of its other party’s Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Companyother party’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marrone Bio Innovations Inc), Agreement and Plan of Merger (Bioceres Crop Solutions Corp.)
Access. At all times during the period commencing on from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Merger Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, assets, books and records, contractsContracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel of the CompanyCompany and its Subsidiaries; provided, however, provided that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents held by the Company or information, or its Subsidiaries and (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or is otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract; and provided further that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.9 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.9 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Parent, Merger Sub or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted their respective Representatives pursuant to the access contemplated by this Section 7.66.9. Nothing in this Section 7.6 6.9 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cohu Inc), Agreement and Plan of Merger (Xcerra Corp)
Access. At all times during (a) For purposes of furthering the period commencing on Merger but subject to the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timefollowing sentence, the Company shall, and shall cause the Company Subsidiaries to, (x) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable noticethroughout the period prior to the Effective Time, to the its and its Subsidiaries’ personnel, properties, Contracts, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices during such period and (y) make available to Parent and its Representatives all other facilitiesavailable information concerning its business, properties and personnel of the Company; provided, however, that the Company as Parent may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contractreasonably request. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall Parent will use its reasonable best efforts to communicate minimize any disruption to the applicable information businesses of the Company that may result from such requests for access, data and information. Each of the Company and Parent shall, and shall cause its respective Subsidiaries to, without limitation to Parent in the preceding obligations, make available to the other Party and its Representatives (i) a way that would not violate the applicable Lawcopy of each report, Contract schedule, registration statement and other document filed or obligation or waive received by it during such a privilege. Any investigation conducted period pursuant to the access contemplated by this Section 7.6 requirements of U.S. federal securities laws (other than reports or documents that such disclosing Party is not permitted to disclose under applicable Law) and (ii) a copy of all substantive correspondence between the disclosing Party or any of its Subsidiaries and any party to a Contract with regard to any material action, consent, approval or waiver that is required to be taken or obtained with respect to such Contract in connection with the consummation of the Merger. The foregoing notwithstanding, neither the Company nor Parent shall be conducted required to provide access to or make available to any person any document or information if doing so would, in a manner that does not unreasonably interfere with the conduct of the business reasonable judgment of the Company or Parent, as applicable, after consultation with its Subsidiaries respective outside counsel, (A) violate any Law, (B) result in a violation of a confidentiality agreement with a third party entered into prior to the date of this Agreement or create entered into after the date of this Agreement in the ordinary course of business consistent with past practice, (C) jeopardize the attorney-client, attorney work product or other legal privilege of a risk Party or any of damage its Subsidiaries, or destruction to (D) result in the disclosure of any property or assets trade secrets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationthird parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Linear Technology Corp /Ca/), Agreement and Plan of Merger (Analog Devices Inc)
Access. At all times during Upon reasonable advance notice, the period commencing Company, on the date of this Agreement one hand, and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Subon the other hand, their officersshall, a and shall cause each of its Subsidiaries to, (x) afford the other party’s Representatives reasonable number of their employees and their financial advisorsaccess, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticehours throughout the period prior to the Company Merger Effective Time, to the all properties, books and recordsfacilities, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitmentsofficers, offices and other facilities, and books and records of the Acquired Companies or the Parent Companies, as applicable, and, during such period, the Company or Parent, as applicable, shall furnish promptly to the other party all readily available information concerning its business, properties, Contracts, assets and liabilities of itself and its Subsidiaries as the other party may reasonably request and (y) permit such inspections as the other party may reasonably require and promptly furnish the other party with such financial and operating data and other information with respect to the business, properties and personnel of itself and each of its Subsidiaries as the Companyother party may reasonably request; provided, however, that the Company may restrict Acquired Companies or otherwise prohibit access the Parent Companies, as applicable, shall not be required to permit any documents inspection or information other access, or to the extent that (i) disclose any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations that in the reasonable judgment of the Company or Parent, as applicable, could: (a) violate any obligation of its Subsidiaries the Acquired Companies or the Parent Companies, as applicable, with respect to confidentiality confidentiality, non-disclosure or privacy to a Third Party; (b) jeopardize protections afforded to any Person of the Acquired Companies or otherwise breachthe Parent Companies, contravene or violate any then effective Contract to which as applicable, under the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, privilege or the attorney work product doctrine or other applicable privilege applicable doctrine, and in any such event, the parties hereto will use commercially reasonable efforts to such documents or information, make appropriate substitute disclosure arrangements; (c) violate any Law; or (ivd) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably materially interfere with the conduct of the business of the Acquired Companies or the Parent Companies, as applicable (provided that the Company or its Subsidiaries Parent, as applicable, shall use commercially reasonable efforts to allow for such access or create disclosure in a risk manner that does not result in the events set out in clauses (a) through (d)). No investigation pursuant to this Section 5.6 shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of damage any party or destruction any condition to any property or assets the obligations of the parties. All requests for access pursuant to this Section 5.6 must be directed to the Chief Executive Officer of the Company or any of its SubsidiariesParent, as applicable, or another Person designated in writing by such party. Any access The Company shall cooperate and participate, as reasonably requested by Parent from time to time and to the properties extent consistent with applicable Law, in Parent’s efforts to oversee the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Mergers, including providing such reports on operational or financial matters as Parent may reasonably request (including customer billing and other data files for the purpose of system integration and testing as well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Acquired Companies). The Parent Parties, on the one hand, and the Company Parties, on the other hand, shall not, and shall cause their respective Representatives not to, contact any customers, suppliers, vendors, service providers, joint venture partners, lessors, lessees, consultants or lenders of the Company or Parent, as applicable, in connection with the Mergers or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing other Transactions without the Company’s ’s, or Parent’s, as applicable, prior written consentconsent (such consent not to be unreasonably withheld, in conditioned or delayed); provided, however, that the Company shall use its sole discretion. The terms reasonable best efforts to allow the Parent Parties to communicate with the Acquired Companies’ property managers (including the Company Management Companies), asset managers and conditions of the Confidentiality Agreement shall apply to accounting staff, provided that any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access such communication contemplated by this Section 7.6. Nothing in this Section 7.6 the foregoing sentence shall be construed to require arranged by the Company, Company and the Company may have a Representative participate in any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationsuch communications.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pebblebrook Hotel Trust), Agreement and Plan of Merger (LaSalle Hotel Properties)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, provided that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise are subject to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract. In ; provided further that no information or knowledge obtained by Parent in any investigation conducted pursuant to the event that access contemplated by this Section 5.4 shall affect or be deemed to modify any representation or warranty of the Company does not provide access set forth in this Agreement or information in reliance on otherwise affect the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information rights and remedies available to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeand Merger Sub hereunder. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trina Solar LTD), Agreement and Plan of Merger (WSP Holdings LTD)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords and personnel of the Company and its Subsidiaries and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices the Company shall (and other facilitiesshall cause its Subsidiaries to) furnish reasonably promptly to Parent all information (financial or otherwise) concerning its business, properties and personnel of as Parent may reasonably request, including with respect to the CompanyCompany Programs; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) reasonably determines access to such documents or information would give rise to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (ivc) access such documents or information relate to a Contract the evaluation or negotiation of this Agreement, the Transactions or, subject to which the Company Section 5.2 and Section 5.3, an Acquisition Proposal or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractSuperior Proposal. In the event that the Company does not provide access or information in reliance on clauses (a) or (b) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.5 (i) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries and (ii) shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.5.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ambrx Biopharma, Inc.), Agreement and Plan of Merger (Ambrx Biopharma, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentconsent (which consent shall not be unreasonably withheld, in its sole discretionconditioned or delayed). The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.67.8. Nothing in this Section 7.6 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information, provided, that the Company shall deliver updates to Parent upon the receipt of any material results or other information regarding the status of the Phase II clinical trial for SGI 110 being conducted by or on behalf of the Company or its Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.), Agreement and Plan of Merger (Astex Pharmaceuticals, Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance TimeClosing, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, howeverin each case, solely for purposes of consummating the Merger (including for integration planning), except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.7 will be construed to communicate require the applicable information Company Group or any of its Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.7 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without testing. Notwithstanding anything to the Company’s prior written consentcontrary in this Agreement, in the Company may satisfy its sole discretionobligations set forth above by electronic means if physical access is not permitted under applicable law. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.7, other than any information that has been made, is or becomes available to Parent or any of its Representatives by or from the Company or any of its Representatives in the ordinary course of their ongoing business arrangements consistent with past practice, including in connection with Parent’s preparation of its consolidated financial statements or its public reporting obligations, or that Parent receives or has a right to receive in connection with any franchise, development or other commercial agreement by and between Parent or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand. Nothing in All requests for access pursuant to this Section 7.6 shall 6.7 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carrols Restaurant Group, Inc.), Agreement and Plan of Merger (Restaurant Brands International Limited Partnership)
Access. At all times during the period commencing on the date of this Agreement (a) Upon reasonable notice, and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timeexcept as may otherwise be required by applicable law, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their 's officers, a reasonable number of their employees and their financial advisorsemployees, business consultants, legal counsel, accountants and other agents and authorized representatives reasonable access ("Representatives") access, during normal business hours, upon reasonable noticehours throughout the period prior to the Effective Time, to the Company's and its Subsidiaries' management, properties, books books, contracts and recordsrecords and, contractsduring such period, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices shall (and other facilitiesshall cause its Subsidiaries to) furnish promptly to Parent all information concerning the Company's and its Subsidiaries' business, properties and personnel of as may reasonably be requested, provided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company; , and provided, howeverfurther, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires foregoing shall not require the Company to restrict permit any inspection, or otherwise prohibit access to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable efforts to obtain the consent of such third party to such documents inspection or information, (iidisclosure. All requests for information made pursuant to this Section 6.7(a) granting such access would violate any obligations shall be directed to an executive officer of the Company or any of its Subsidiaries with respect to confidentiality to any such Person or otherwise breach, contravene or violate any then effective Contract to which as may be designated by the Company or any of its Subsidiaries is a party, (iii) access to Company's officers. All such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or and all information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted obtained pursuant to the access contemplated by this Section 7.6 immediately preceding paragraph, shall be conducted in a manner that does not unreasonably interfere with governed by the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply (as hereinafter defined). The Company will provide, and will cause its Subsidiaries to provide, to Parent all information relating to financial and market conduct examinations or other investigations by any information obtained by Parent or any Governmental Entity of the Company and/or its financial advisorsSubsidiaries, business consultantsincluding, legal counselbut not limited to, accountants and other agents and representatives in connection copies of all correspondence with any investigation conducted pursuant Governmental Entity. The Company and its Subsidiaries will notify Parent of any meetings or communications with any Governmental Entity on market conduct or financial examinations and related issues and will permit representatives of the Parent to participate in all conference calls or meetings relating to such examinations or investigations. In addition, the Company and its Subsidiaries will take all actions, including waiving any confidentiality restrictions, that may be necessary or required to allow any Governmental Entity to discuss all aspects of their examinations and/or investigations with Parent; provided, that a representative of the Company shall be given the opportunity to be present during any such discussions. Prior to the access contemplated by this Section 7.6. Nothing Effective Time, the Company will use its best efforts to resolve in this Section 7.6 shall be construed a manner reasonably acceptable to require the CompanyParent any regulatory compliance issues, any including, without limitation, issues arising out of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationmarket conduct examinations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (American Bankers Insurance Group Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX X and the Acceptance Appointment Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without testing. The Company shall make available to Parent, by 11:59 p.m. (Pacific time) on August 23, 2010, (i) a list of commercial Software code that is incorporated by the Company’s prior written consentCompany or its Subsidiaries into the products of the Company and its Subsidiaries and that is licensed to Company or its Subsidiaries by a third party pursuant to a negotiated license with the Company or its Subsidiaries, and (ii) copies of the applicable licenses; in its sole discretioneach case, excluding “open source” Software and Software licensed pursuant to non-negotiable Contracts (including “shrink-wrap” and “click-through” Contracts). The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.4.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (3PAR Inc.), Agreement and Plan of Merger (Dell Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets (including any source code) of the Company, any of the Subsidiaries of the Company does not provide access or any third Persons; or (e) such documents or information in reliance are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the preceding sentenceone hand, it and Parent and its Affiliates, on the other hand; provided that in each case described in clauses (a) through (d) the Company shall cooperate with Parent and use its commercially reasonable best efforts to communicate the applicable develop alternative methods of providing such information to Parent in a way manner that would not violate result in any violation, default, prejudice or loss of privilege. Nothing in this Section 6.8 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or other testing without the Company’s prior written consent, in its sole discretionor sampling of any environmental media. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent Parent, Merger Sub or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives their respective Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.8.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Tax, Inc.), Agreement and Plan of Merger (Vitamin Shoppe, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall shall, subject to restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it and Parent and its Affiliates, on the other hand. Nothing in this Section 6.7 shall use be construed to require the Company, any of its reasonable best efforts Subsidiaries or any of their respective Representatives to communicate the applicable information to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.7 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media. Notwithstanding anything herein to the contrary and except in the ordinary course of business and not related to the Transactions, Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee of the Company or any of its Subsidiaries not involved in the negotiation of the Transactions or any customer, technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other Transactions, in each case, without the Company’s prior written consent, in its sole discretion. The terms and conditions Parent and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted Company. All requests for access pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall 6.7 must be construed directed to require the General Counsel of the Company or other Person designated by the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Datto Holding Corp.), Agreement and Plan of Merger (Datto Holding Corp.)
Access. At all times during (a) For purposes of furthering the period commencing on Mergers but subject to the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timefollowing sentence, the Company shall, and shall cause the Company Subsidiaries to, (x) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, hours and upon reasonable notice, throughout the period prior to the Effective Time, to its and its Subsidiaries’ personnel, properties, Contracts, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and, analysesduring such period and (y) make available to Parent and its Representatives all other available information concerning its business, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices developed and other facilitiesin-development products, properties and personnel as Parent may reasonably request. Parent will use its reasonable best efforts to minimize any disruption to the businesses of the Company; providedCompany that may result from such requests for access, howeverdata and information. The Company shall, and shall cause its Subsidiaries to, without limitation to the preceding obligations, make available to Parent and its Representatives (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 U.S. federal securities laws (other than reports or documents that the Company may restrict or otherwise prohibit access is not permitted to any documents or information to the extent that (idisclose under applicable Law) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, and (ii) granting such access would violate any obligations a copy of all substantive correspondence between the Company or any of its Subsidiaries Subsidiaries, on the one hand, and any party to a Contract, on the other hand, with regard to any material action, consent, approval or waiver that is required to be taken or obtained with respect to confidentiality such Contract in connection with the consummation of the Mergers. The foregoing notwithstanding, the Company shall not be required to provide access to or make available to any Person person any document or otherwise breachinformation if doing so would, contravene or in the reasonable judgment of the Company, as applicable, after consultation with its outside counsel, (A) violate any then effective Contract to which the Company or any of its Subsidiaries is a partyLaw, (iiiB) access result in a violation of a confidentiality agreement with a third party entered into prior to such documents the date of this Agreement or information would give rise to a risk of waiving any (C) jeopardize the attorney-client privilegeclient, attorney work product doctrine or other applicable legal privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixys Corp /De/), Agreement and Plan of Merger (Littelfuse Inc /De)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent legal counsel for the Company reasonably determines that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, or (iiic) access to such documents or information would give rise that may be subject to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (a) through (c) above, as applicable, and thereafter use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.7 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.67.7. Nothing in this Section 7.6 7.7 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information. No investigation pursuant to this Section 7.7 will affect any of the representations or warranties of the Parties contained in this Agreement or prejudice the rights and remedies of Parent or Acquisition Sub hereunder solely as a result of such investigation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
Access. (a) At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees its Subsidiaries and their respective Financing Sources, financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, Permits, Contracts, books and recordsrecords and personnel of the Company and its Subsidiaries and furnish all other information concerning the Company, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices its Subsidiaries and other facilitiestheir respective businesses, properties and personnel of the Companyas Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that, in the reasonable good faith judgment of the Company, (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, or give a third party the right to terminate or accelerate rights under, any then effective Contract to which the Company or any of its Subsidiaries is a party, or (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to obtain the consent of the applicable third party that is required in order to disclose the applicable information and otherwise communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.7(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentconsent (which consent shall not be unreasonably conditioned, in its sole discretionwithheld or delayed). The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Parent, its Subsidiaries or any of its their respective Financing Sources, financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information7.7(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Receptos, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.8 will be construed to communicate require the applicable information Company, any of its Subsidiaries or any of their respective Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tibco Software Inc), Agreement and Plan of Merger (Cvent Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request provided in writing to the Chief Financial Officer of the Company, or another Person designated in writing by the Company, to the offices, facilities, properties, Contracts, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, howeverand (ii) request its Representatives to cooperate with Parent’s investigation (at Parent’s sole expense), except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access by Parent or its Representatives to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) such disclosure relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Merger or the transactions contemplated hereby; (ivd) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent the requested information (or as much of it as possible) in a way that would not violate the waive any applicable Lawprivilege, contravene any applicable Law or Contract or obligation disclose such trade secrets, as applicable. Nothing in this Section 6.6(a) shall be construed to require the Company, any of its Subsidiaries or waive any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that is not already prepared internally in the ordinary course of business at the time of such a privilegerequest. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6(a) shall be conducted in a manner that does not unreasonably (i) interfere or otherwise result in any significant interference with the conduct of the business discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties, or (ii) create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will, to the extent not prohibited by the applicable Lease, include the right to perform non-invasive assessments of the environmental condition of the Leased Real Property or of the compliance of the Company’s operations with Environmental Laws, but will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall will apply to any non-public information obtained disclosed by Parent the Company, its Subsidiaries or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted Representatives pursuant to the access contemplated by this Section 7.66.6(a). Nothing in All requests for access pursuant to this Section 7.6 shall 6.6(a) must be construed directed to require the Chief Financial Officer of the Company or another person designated in writing by the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zymergen Inc.), Agreement and Plan of Merger (Ginkgo Bioworks Holdings, Inc.)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right terminate or accelerate an obligations under, any then effective Contract to which the Company or any of its Subsidiaries is a party, or (iiic) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underprovided, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a material risk of damage or destruction to any material property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.65.1. Nothing in this Section 7.6 5.1 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Raptor Pharmaceutical Corp), Agreement and Plan of Merger (Horizon Pharma PLC)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.8 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole and absolute discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.67.8. Nothing in this Section 7.6 7.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avanir Pharmaceuticals, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Acceptance Effective Time, the Company shall (a) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractsContracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and personnel (including employees and agents) of the Company and its Subsidiaries and (promptly following the execution of a consent in form and substance reasonably acceptable to such auditors or independent accountants) accounts and work papers of the Company’s and its Subsidiaries’ independent accountants and auditors and (b) furnish to Parent all other facilitiesinformation and documents concerning or regarding its businesses, properties and assets (including Intellectual Property Rights but excluding Trade Secrets) and personnel of the Companyas may be reasonably requested by Parent; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that the Company determines (upon the advice of outside legal counsel) that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting access to such access documents would violate any obligations be in violation of the Company HSR Act, Xxxxxxx Act, or any of its Subsidiaries with respect to confidentiality to any Person applicable non-U.S. antitrust or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a partycompetition laws, (iii) access to such documents or information would give rise to a risk of waiving result in the waiver any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such ContractContract or otherwise; and provided further, however, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.7 shall affect or be deemed to affect, modify or waive any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to allow for such access or disclosure or to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.7 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform Phase 1 or Phase 2 environmental assessments or other invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.7. Nothing in this Section 7.6 6.7 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medidata Solutions, Inc.)
Access. At all times during Prior to the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeClosing Date, the Company shall afford Parentand BRS Newco will, Acquisition Suband will cause their Affiliates to, their officers, a reasonable number of their employees permit Purchaser and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives to have reasonable access to the management, properties, offices, personnel, Contracts, and books and records of the Group Companies during normal business hours, working hours and upon reasonable notice, advance notice to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of extent that such access is reasonably necessary to effect the Companytransactions contemplated by this Agreement; provided, howeverthat Purchaser and its Representatives will not disrupt the normal operations of the Business or other operations or activities of the Company or its Affiliates (including the Group Companies). Notwithstanding the foregoing, (i) nothing herein will require any employee or representative of a Group Company to provide any information regarding the Business in any other format or otherwise to manipulate or reconfigure any data regarding the Business, (ii) nothing herein will require the Company or its Affiliates to provide Purchaser or its Representatives with access to or copies of (A) any information the disclosure of which would result in a loss of attorney-client or attorney work product privilege or any similar protection, (B) any information, including sensitive customer information, manufacturing processes, pricing lists or other information that relates to the Business, the disclosure of which would reasonably be expected to violate any applicable Law or the terms of any Contract to which a Group Company is a party or result in the loss of protectable interests in trade secrets of the Group Companies if the transactions contemplated by this Agreement are not consummated (provided, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall will use its commercially reasonable best efforts to communicate the applicable provide such information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere violate such Law or is in accordance with such Contract), (C) personnel records of the Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information concerning Business Employees, the disclosure of which would reasonably be expected to violate any applicable Law (provided, that the Company will use commercially reasonable efforts to provide such information in a manner that does not violate such Law), (D) any income Tax Returns of any Equityholder or any of their respective Affiliates (other than the Group Companies) and (E) any information to the extent related to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids; and (iii) nothing contained herein will permit Purchaser to conduct of the business any intrusive or invasive environmental sampling (including any soil, sediment and groundwater sampling). All requests for access will be made to such Representatives of the Company as the Company will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to the Closing, Purchaser, Purchaser Guarantor and their Representatives shall not contact or its Subsidiaries in any other manner communicate with the customers and suppliers of the Business in connection with the transactions contemplated hereby without (1) the prior written consent of the Company, which consent may not be unreasonably withheld, delayed or create a risk of damage or destruction to any property or assets conditioned, and (2) the participation of the Company in such contact or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationcommunication.
Appears in 1 contract
Samples: Recapitalization and Equity Purchase Agreement (United States Steel Corp)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeInterim Period, the Company shall afford Parentwill grant to Buyer and its authorized Representatives reasonable access, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, hours and upon reasonable noticenotice in a manner so as not to interfere with the normal business operations of the Company Entities, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel records of the Company; provided, however, Company Entities that are in the possession or under the control of the Company may restrict or otherwise prohibit access to any documents or information Entities, in each case to the extent reasonably necessary to enable Buyer to complete the transactions contemplated by this Agreement; provided that (i) any applicable Law requires such access occurs in such a manner as the Company reasonably determines to restrict or otherwise prohibit access be appropriate to such documents or informationprotect the confidentiality of the transactions contemplated by this Agreement, and (ii) granting nothing in this Agreement will require any Company Entity to provide access to, or to disclose any information to, Buyer, Merger Sub or any of their respective Representatives if such access or disclosure would violate (based on the Company’s good faith determination) be reasonably likely to (A) result in the loss or waiver of any obligations legal privilege or breach any duty of confidentiality owed to any Person, (B) be in violation of any applicable Laws (including Antitrust Laws) or the provisions of any Contract to which any Company Entity is a party, or (C) result in access to any material manufacturing standard operating procedures or protocols that are maintained as trade secrets that would cause competitive harm to the Company if the transactions contemplated by this Agreement are not consummated (provided, that, in each case, the Company will, and will cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (w) as necessary to comply with applicable Laws and contractual arrangements in effect on or after the date hereof, (x) as necessary to address reasonable legal privilege and (y) as necessary to protect competitively sensitive information covered by clause (C) above). Other than as expressly provided in the preceding sentence, Buyer and Merger Sub are not authorized to and will not (and will cause their Representatives and Affiliates not to) contact any officer, director, employee, manager, customer, supplier, distributor, lessee, lessor, lender or other material business relation of any of the Company Entities prior to the Closing without the prior written consent of the Company (provided, that the foregoing restriction shall not prohibit any contacts or communications with (1) such Persons in the ordinary course of business unrelated to the Company Entities or the transactions contemplated by this Agreement, provided, further, that no reference to this Agreement or the transactions contemplated hereby are made, or (2) (A) the Company's Chief Executive Officer and Chief Financial Officer and (B) following consultation by Buyer in good faith with the Company’s Chief Executive Officer or Chief Financial Officer, any other employees of the Company, in each case, on a reasonable basis for purposes of integration planning). Buyer and Merger Sub will, and will cause their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished pursuant to this Section 5.2. For the avoidance of doubt, in no event will the access provided for in this Section 5.2 or any other obligation of the Company Entities hereunder include any right of Buyer or any of its Subsidiaries with respect Affiliates or Representatives to confidentiality conduct any invasive sampling or analysis of environmental media, including of the nature commonly referred to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company as a “Phase II Environmental Investigation” or any of its Subsidiaries is a party, (iii) access to such documents soil or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationgroundwater testing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Charles River Laboratories International, Inc.)
Access. At all times during the period commencing on the date of this Agreement and continuing until Until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Acceptance Effective Time, the Company shall, and shall cause its Subsidiaries to (i) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeprior notice provided to one of the Company’s senior executive officers, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany as Parent may reasonably request and (ii) furnish promptly to Parent such information concerning the business, properties, assets, liabilities, personnel or other aspect of the Company and its Subsidiaries as Parent or Merger Sub or their Representatives may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract. In Contract (it being agreed, in the event case of clause (b) or (c), that the Company does not provide access and Parent shall attempt in good faith to design and implement alternative procedures to enable Parent to evaluate any such 52 documents, information or Contracts without, as applicable, waiving such privilege or causing a violation or causing a default thereunder or giving any third party a right to terminate or accelerate the rights thereunder); or (d) such disclosure relates to individual performance or personnel evaluation records, medical histories or other personnel information that, in reliance on each case, in the preceding sentenceCompany’s good faith opinion would reasonably be expected to subject the Company or any of its Subsidiaries to liability; and provided further, it that nothing in this Section 5.8 shall use be construed to require the Company or its reasonable best efforts Representatives to communicate prepare any reports, analyses, appraisals, opinions or other information and nothing in this Section 5.8 or elsewhere in this Agreement shall be construed to require the applicable information Company to Parent in a way that would not violate allow Parent, its Affiliates or any of their respective employees, consultants, agents or representatives to conduct environmental testing (including any Phase 1 or similar assessment) or sampling of any kind at any real property without the applicable Law, Contract or obligation or waive such a privilegeprior written consent of the Company. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.65.8. Nothing Notwithstanding anything to the contrary in this Section 7.6 shall be construed to require the CompanyAgreement, any of its Subsidiaries no such access or investigation, or any Representatives of information obtained in connection therewith, shall affect or be deemed to modify or qualify any of representation or warranty made by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Commercial Lines Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel and Representatives of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, provided that the Company shall take all reasonable steps to permit inspection of or to disclose such information and to respond in a timely manner to all subsequent queries by Parent and its Representatives based on such information on a basis that does not compromise the Company’s attorney-client or other privilege with respect thereto; or (ivc) access to a Contract in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In Subject to applicable Law and the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Company will provide Parent in a way that would not violate with reports of the applicable Law, Contract or obligation or waive such a privilegeCompany reasonably requested by Parent. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.6 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties or systems of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant Notwithstanding anything to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require contrary herein, the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.Company may
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant Agreement, Valor will, and will cause its Representatives to, afford to Article IX HW and the Acceptance Timeits Representatives, the Company shall afford Parentupon reasonable notice, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct operations of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company Valor or any of its Subsidiaries. Any , to all properties, books, records, contracts and documents and appropriate personnel of Valor as HW and its Representatives may reasonably request (including employees, attorneys, accountants, consultants, physicians performing research and development activities with respect to the Valor Products and other professionals, in each case to the extent the provision of such access is under the control of Valor), and Valor will furnish or cause to be furnished to HW and its Representatives all such information with respect to the affairs and businesses of Valor (including Valor’s development programs and clinical trials) as they may reasonably request; provided, that Valor shall not be required to provide any access to any book, record, contract or document or provide any information (a) that is subject to an attorney-client or other legal privilege that might be impaired by such disclosure (provided, further, that Valor shall use its reasonable efforts to redact or otherwise provide such book, record, contract, document or information in a manner that does not jeopardize such attorney-client or other legal privilege), or (b) if such access or provision is prohibited by applicable Law. No investigation pursuant to this Section 8.15 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the properties obligations of the Company or parties hereto. Notwithstanding the foregoing, any of its Subsidiaries access to any Valor Leased Real Property shall be subject to the CompanyValor’s reasonable security measures and the insurance requirements of the applicable Valor Lease and shall not include the right to perform invasive any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any environmental site assessment. Without limiting the Company’s prior written consentterms thereof, in its sole discretion. The terms HW acknowledges and conditions of agrees that the Confidentiality Agreement shall apply govern the obligations of HW and its Representatives with respect to all information of any information obtained by Parent type furnished or made available to them prior to the ISR Effective Time pursuant to this Section 8.15 or any other provision of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationAgreement.
Appears in 1 contract
Samples: Business Combination Agreement (HeartWare International, Inc.)
Access. At all times during (a) From the period commencing date hereof until the Closing Date, subject to Applicable Law and the Confidentiality Agreement, each of the Company, on the date of this Agreement one hand, and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Subon the other hand, their officersshall (i) give the other party, a reasonable number of their employees and their its counsel, financial advisors, business consultants, legal counsel, accountants auditors and other agents and authorized representatives during Working Hours reasonable access during normal business hours, upon reasonable notice, to the propertiesoffices and properties (including for the purposes of performing a non-invasive visual environmental site assessment), and to copies of books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices of such party and other facilities, properties and personnel of the Companyits Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such access would violate financial and operating data and any obligations other information relating to the businesses of the Company or any of such party and its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, as such Persons may reasonably request; and (iii) access instruct the employees, counsel and financial advisors of such party to cooperate with the other party in its investigation of the businesses of such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of party and its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeSubsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.08 shall be conducted in a such manner that does as not to interfere unreasonably interfere with the conduct of the business businesses of such party and its Subsidiaries and the other party and all of its representatives, agents, consultants, and other advisors shall comply with all health and safety policies, procedures, and requirements applicable to the assets and properties being accessed during such investigations. Notwithstanding the foregoing, (A) neither the Company nor Parent shall be required to provide or cause to be provided access to or disclose or cause to be disclosed (1) any personnel records relating to individual performance or evaluations, medical histories or other information that in such party’s good faith opinion is sensitive or the disclosure of which could subject such party or its Affiliates to risk or liability or (2) any information where such access or disclosure would jeopardize the attorney-client or work product privilege, contravene any Applicable Law or contravene any confidentiality undertaking; and (B) prior to the Closing Date, neither party shall have the right to perform or cause to be performed any invasive or subsurface investigations of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets properties of the Company other party or any of its Subsidiaries. Any access to the properties , including any sampling or testing of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentair, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisorssoil, business consultantssurface water, legal counselgroundwater, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions building materials or other informationenvironmental media.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX 9 and the Acceptance TimeClosing, the Company shall will afford Parentthe Investor reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to Xx. Xxxx Xx, Chief Financial Officer of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that: (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) (subject to the Company’s obligations under Section 5.03) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transaction or the transactions contemplated hereby; (ivd) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and the Investor and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the applicable right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to Parent cease to benefit from legal privilege, including by redacting or obtaining consent in a way that would not violate connection therewith. Nothing in this Section 6.07 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals or waive such a privilegeopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.07 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent the Investor or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.07. Nothing in All requests for access pursuant to this Section 7.6 shall 6.07 must be construed directed to require Xx. Xxxx Xx, Chief Financial Officer of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Samples: Investment Agreement (Cepton, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access (under Company supervision) during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or any other applicable legal privilege applicable to such documents or information, or ; (ivc) access (inconsistent with the level of access provided prior to the date hereof) to a Contract to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information relate to the negotiation and execution of this Agreement, are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand; or relate to, subject to communicate Section 5.3, an Acquisition Proposal. Nothing in this Section 6.8 will be construed to require the applicable information Company Group or any of its Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not (without the consent of the Company) include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionor sampling of environmental media. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany (including, without limitation, if reasonably requested by Parent, consistent on-site access to senior management and such other key personnel as Parent reasonably requests); provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract. In ; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the event that access contemplated by this Section 5.5 shall affect or be deemed to modify any representation or warranty of the Company does not provide access set forth in this Agreement or information in reliance on otherwise impair the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information rights and remedies available to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeand Acquisition Sub hereunder. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.5.
Appears in 1 contract
Access. At all times during the period commencing on After the date of this Agreement hereof and continuing until prior to the earlier to occur of Closing, the termination of this Agreement pursuant to Article IX Sellers and the Acceptance Time, Company agree that the Company and the Company Subsidiary shall afford Parentpermit Purchaser and its respective employees, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives to have reasonable access access, upon reasonable advance notice, during normal regular business hours, upon reasonable notice, to the assets, employees (including employees of the Sellers who have responsibility for the Company or the Company Subsidiary), accountants, properties, books and records, contractsaccounts, analysesbusinesses and operations to the extent relating to the Company and the Company Subsidiary as Purchaser may reasonably request, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that in no event shall the Sellers, the Company may restrict or otherwise prohibit the Company Subsidiary be obligated to provide any access to any documents or information if the Sellers or the Company determine, in good faith after consultation with counsel, that providing such access or information may violate applicable Law, cause either Seller, the Company or the Company Subsidiary to breach a confidentiality obligation to which it is bound or jeopardize any recognized privilege available to either Seller, the Company or the Company Subsidiary. Purchaser agrees to indemnify and hold the Sellers, the Company and the Company Subsidiary harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of Purchaser, and any loss, damage to or destruction of any property owned by the Sellers, the Company or the Company Subsidiary or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the employees, counsel, accountants, advisors and other representatives of Purchaser during any visit to the extent that (i) any applicable Law requires the Company to restrict business or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations property sites of the Company or the Company Subsidiary prior to the Closing Date, whether pursuant to this Section 5.4 or otherwise. During any visit to the business or property sites of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any Subsidiary Purchaser shall, and shall cause its employees, counsel, accountants, advisors and other representatives accessing such properties to, comply with all applicable Laws and all of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that Company’s and the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted Subsidiary’s safety and security procedures and conduct itself in a manner that does could not unreasonably be reasonably expected to interfere with the conduct operation, maintenance or repair of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements Subsidiary. Each Party shall, and shall not include the right to perform invasive testing without the Company’s prior written consent, in cause its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents Affiliates and representatives to, hold in strict confidence all documents and information concerning the other furnished to it in connection with any investigation conducted pursuant to the access transactions contemplated by this Section 7.6. Nothing Agreement in this Section 7.6 shall be construed to require accordance with the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationConfidentiality Agreement.
Appears in 1 contract
Access. At (a) During the Interim Period, upon reasonable advance notice and subject to compliance with all times during the period commencing on the date of this Agreement applicable regulatory rules and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX regulations and the Acceptance Timeother applicable Laws, Parent and the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees provide Investor and their financial advisors, business consultants, legal counsel, accountants its authorized Advisors and other agents and representatives Representatives with reasonable access during normal regular business hours, upon reasonable notice, hours to the properties, offices, assets, members of senior management of Parent or its Affiliates (to the extent related to the business of the Company or any of its Subsidiaries), facilities and books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel records of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires such access does not unreasonably interfere with the normal operations of Parent, the Company to restrict or otherwise prohibit access to such documents or informationany of their respective Affiliates, (ii) granting such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated hereby, (iii) such access shall be subject to reasonable health and safety conditions and to reasonable limitations relating to the properties, offices and facilities, of the Company, as may be imposed by Parent, (iv) all requests for access shall be directed to such Person(s) as the Company may designate in writing from time to time, and (v) nothing herein shall require the Company or any of its Subsidiaries to provide access to, or to disclose any information to, Investor if such access or disclosure (A) would violate require the Company or any obligations of its Subsidiaries to disclose any financial or proprietary information of or regarding the Affiliates of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which disclose information regarding the Affiliates of the Company that the Company or any of its Subsidiaries is a partyreasonably deems to be commercially sensitive, (iiiB) access to such documents or information upon the written advice of counsel would give rise to a risk of waiving waive any attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information, or (ivC) access to a would be in violation of applicable Laws or the provisions of any Contract to which Parent, the Company or any of its Subsidiaries is a party or otherwise bound would violate or (provided, that Parent shall promptly notify Investor in writing if any information is withheld by reason of the exception under this clause (C), including a description of the general nature of such information and the reason for it being withheld, and Parent shall cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall its applicable Subsidiary to use its reasonable best efforts to communicate obtain the applicable information required consent of such third party to Parent in a way that would not violate the applicable Law, Contract disclose such document or obligation or waive such a privilegeinformation). Any investigation conducted pursuant Notwithstanding anything to the access contemplated by contrary contained in this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct Agreement, none of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of Parent, the Company or any of its Subsidiaries shall be subject required to (x) disclose to any Person any Tax information or Tax Return that does not relate solely to the Company or any of its Subsidiaries or (y) provide any information regarding the Company or any of its Subsidiaries in any format other than as then exists, or otherwise to manipulate or reconfigure any data regarding the Company’s reasonable security measures and insurance requirements and or any of its Subsidiaries’ business, assets, financial performance or condition or operations. For the avoidance of doubt, nothing in this Section 5.2 shall not include the right be construed to perform invasive testing without the Company’s prior written consent, in permit Investor or any of its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply Advisors to have access to any information obtained files, records, agreements, communications or documents of Parent to the extent related to Parent or any of its Affiliates (other than the Company and its Subsidiaries), including any bids or offers received by Parent or any of its financial advisorsAffiliates for the sale of any Membership Interests, business consultantsit being agreed that all such bids or offers shall be the sole property of Parent. No investigation by Investor or other information received by Investor shall operate as a waiver or otherwise affect any representation, legal counselwarranty, accountants and other agents and representatives covenant or agreement given or made by the Company or Parent in connection with any investigation conducted pursuant this Agreement. Notwithstanding anything in this Agreement to the access contemplated by this Section 7.6. Nothing contrary, nothing in this Section 7.6 5.2 shall be construed to require the Company, any of its Subsidiaries or any Representatives of limit any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationrights of Investor under the Original Operating Agreement.
Appears in 1 contract
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries, in each case for the purpose of transition and integration planning and reviewing the performance and operations of the business, the Company and its Subsidiaries during such period (and not for the purpose of any actual or potential adverse action or dispute between the parties or their Affiliates); provided, however, that (a) the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law (including any COVID-19 Measures) requires the Company or any of its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (iv) such documents or information relate to the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 5.2, an Acquisition Proposal or Superior Proposal, and (b) in each case, such access may be limited to a Contract to which the extent the Company reasonably determines, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person any employee of the right terminate or accelerate the rights under, such ContractCompany. In the event that the Company does not provide access or information in reliance on (x) clauses (a)(i), (a)(ii) or (a)(iii) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation or waive such a privilege, and (y) clause (b) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not would jeopardize the health and safety of any employee of the Company. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in this Section 7.6 6.6 shall be construed to require the Company, any of its Subsidiaries Company or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company and its Subsidiaries (and the Company’s outside accountant); provided, however, provided that the Company may restrict or otherwise prohibit access to any documents or information (i) to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of to the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) extent that access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) pursuant to mutually agreed “clean team” procedures established by the parties, to the extent that access to such documents or information could potentially be used by Parent in a Contract manner that would materially alter the competitive dynamic between Company and Parent if the Merger were not consummated; provided, further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to which the access contemplated by this Section 6.8 shall affect or be deemed to modify any representation or warranty of the Company or any of its Subsidiaries is a party set forth in this Agreement or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate impair the rights under, such Contractand remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate Table of Contents the applicable Law, Contract or obligation or to waive such a privilege, including, to the extent practicable, by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionPhase 1 or Phase 2 environmental assessments or other invasive testing. The terms and conditions of the confidentiality letter agreement dated May 8, 2017 between the Company and Parent (the “Confidentiality Agreement Agreement”), shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in this Section 7.6 6.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silver Spring Networks Inc)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timecompliance with applicable Laws, the Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business accountants, consultants, legal counsel, accountants financial advisors and agents and other agents representatives (collectively, “Representatives”) reasonable access, for purposes reasonably related to consummating the Merger and representatives reasonable access carrying out post-Merger integration, during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ personnel, properties, contracts, commitments, books and records, contractsother than any such matters that relate to the negotiation and execution of this Agreement, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal (but without limiting the Company’s obligations under Section 5.4). The foregoing notwithstanding, the Company shall not be required to afford such access (i) if such access would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (y) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of its Affiliates is a party); provided, however, that the Company may restrict shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any of the foregoing restrictions apply to allow access in a manner that does not result in such effect, or (ii) to such information that relates to the minutes of the meetings of the Company Board or its committees where the Company Board or any applicable committee discussed the transactions contemplated by this Agreement or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board, whether in connection with a specific meeting, or otherwise prohibit relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to any documents or information this Section 5.3 to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of or information is reasonably pertinent to a litigation where the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breachAffiliates, contravene or violate any then effective Contract to which on the Company one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its Subsidiaries is a party, (iii) obligations set forth above to provide access to such personnel, properties, contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or information would give rise to a risk of waiving not be permitted under the applicable Law (including any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractCOVID-19 Measures). In the event that the Company does not provide No access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted provided pursuant to the access contemplated by this Section 7.6 5.3 shall limit or otherwise affect or be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company deemed to modify any representation or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to warranty made by the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Instruments Corp)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to in accordance with Article IX VII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries, and shall furnish Parent with such financial, operating and other data and information relating to the Company and its Subsidiaries as Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that the Company or its outside legal counsel reasonably determines that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, or (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; and provided further, however, that no information or (iv) knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.6 shall affect or be deemed to a Contract to which modify any representation or warranty of the Company or any of its Subsidiaries is a party set forth in this Agreement or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate impair the rights under, such Contractand remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation Law or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform Phase 1 or Phase 2 environmental assessments or other invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in this Section 7.6 6.6 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At all times during the period commencing on the The Company and Parent agree that upon reasonable notice, and except as may otherwise be required or restricted by (i) applicable Law or (ii) any binding agreement entered into prior to date of this Agreement Agreement, each shall (and continuing until shall cause its Subsidiaries to) afford the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their other’s officers, a reasonable number of their employees and their financial advisorsemployees, business consultants, legal counsel, accountants and other agents and authorized representatives reasonable access access, during normal business hours, upon reasonable noticehours throughout the period prior to the Effective Time, to the its officers, properties, books and recordsrecords and, contractsduring such period, analyseseach shall (and each shall cause its Subsidiaries to) furnish promptly to the other all information concerning its business, tax returnsproperties, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices personnel and other facilities, properties and personnel of the Company; provided, however, that the Company Litigation Claims as may restrict or otherwise prohibit access to any documents or information reasonably be requested but only to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate does not unreasonably interfere with the business or operations of such party; provided that no investigation pursuant to this Section 7.1 shall affect or be deemed to modify any obligations of representation or warranty made by the Company, Parent or Merger Sub in this Agreement. Neither the Company or Parent nor any of its respective Subsidiaries with respect shall be required to confidentiality provide access to any Person or otherwise breach, contravene to disclose information where such access or disclosure would violate any then effective Contract to which or prejudice the Company or any rights of its Subsidiaries is a partyclients, (iii) access to such documents or information would give rise to a risk of waiving any jeopardize the attorney-client privilegeprivilege thereof or contravene any Law, work product doctrine rule, regulation, order, judgment, decree or other applicable privilege applicable binding agreement entered into prior to the date of this Agreement; provided that such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate obtain contractual waivers and consents and implement requisite procedures to enable the applicable provision of access and disclosure without such violations, prejudices or contraventions. All requests for information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted made pursuant to the access contemplated by this Section 7.6 7.1 shall be conducted in a manner that does not unreasonably interfere with directed to an executive officer of Parent or the conduct of the business of the Company Company, as applicable, or its Subsidiaries financial advisors or create a risk of damage or destruction to any property or assets of the Company or any such other Person as may be designated by either of its Subsidiariesexecutive officers. Any access All such information disclosed pursuant to the properties of the Company or any of its Subsidiaries this Section 7.1 shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationAgreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Barr Pharmaceuticals Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.8 will be construed to communicate require the applicable information Company, any of its Subsidiaries or any of their respective Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s 's reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other information.Company. 6.9
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; or (d) access would result in the disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries or any third Persons; it being agreed that, in the event that the Company does not provide access or information in reliance on any of its Subsidiaries asserts that any restrictions under clauses (a) through (d) applies, the preceding sentence, it Company and its Subsidiaries shall use its reasonable best efforts to communicate design and implement alternative disclosure arrangements to enable Parent and its Representatives to evaluate any such information without violating such restrictions (including, in the applicable case of trade secrets, by providing access to such information pursuant to Parent a customary clean team agreement). Nothing in a way that would not violate this Section 6.8 shall be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) would create a an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any sampling, monitoring or analysis of its financial advisorssoil, business consultantsgroundwater, legal counselbuilding materials, accountants and indoor air, or other agents and representatives in connection with any investigation conducted environmental media. All requests for access pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel and consultants of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) such disclosure relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Merger or the transactions contemplated hereby; (ivd) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company does not provide access shall give notice to Parent of the fact that it is withholding such information or information in reliance on documents and thereafter the preceding sentence, it Company shall use its reasonable best efforts to communicate allow the applicable disclosure of such information to Parent (or as much of it as possible) in a way manner that would not violate any of clauses (a) through (f). Nothing in this Section 6.8 shall be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries Subsidiaries, or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company or another person designated in writing by the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimePre-Closing Period, the Company shall will, and will cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and such additional information regarding the Company as Parent may reasonably request, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In the event that ; or (d) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it and Parent and its Affiliates, on the other hand provided, however, that, in such instances, the Company shall use its reasonable best efforts inform Parent of the general nature of the information being withheld and, upon Parent’s request, reasonably cooperate with Parent to communicate the applicable information to Parent provide such information, in whole or in part, in a way manner that would not violate result in any of the applicable Lawoutcomes described in the foregoing clauses (a) through (d). Nothing in this Section 6.6 will be construed to require any advisors (including any legal counsel, Contract financial advisors or obligation accountants) of the Company or waive such a privilegeits Subsidiaries to prepare any reports, analyses, appraisals, opinions or other information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.6 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of and its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sierra Oncology, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, and (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; and provided, further, that no information or (iv) knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 7.6 shall affect or be deemed to a Contract to which modify any representation or warranty of the Company or any of its Subsidiaries is a party set forth in this Agreement or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate impair the rights under, such Contractand remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilegeprivilege including by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement Agreements shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Except for disclosures expressly permitted by the terms of the Confidentiality Agreements, each of the Company and Parent shall hold, and shall cause their respective Representatives to hold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreements. Nothing in this Section 7.6 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX Article VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and its Representatives and the Financing Sources and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and solely for the purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that it determines in good faith that (ia) any applicable Law (including COVID-19 Measures) or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (iib) granting such access would violate any obligations unreasonably disrupt the operations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, Company; (iiic) access to such documents or information would give rise to a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivd) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; (g) such access would, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any officer or employee of the Company; or (h) such documents or information concern Acquisition Proposals or Acquisition Transactions, which documents or information shall be governed by Section 5.3, or (i) such information or documents relate to the deliberations of the Company Board or any committee thereof with respect to the transactions contemplated hereby or any similar transaction or transactions with any other Person, the entry into this Agreement or any amendment hereto, or any materials provided to the Company Board or any committee thereof in connection therewith; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall will use its reasonable best efforts to communicate cooperate on utilizing an alternative method of production of all such information in the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct event any of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6foregoing circumstances apply. Nothing in this Section 7.6 shall 6.8 will be construed as an independent basis to require the Company, any of its Subsidiaries or any of their respective Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.. Any investigation conducted pursuant to the access contemplated by this Section 6.8 will be conducted in
Appears in 1 contract
Access. At all times during US OPS shall, and shall cause the period commencing on other Providers to, make the date of this Agreement TSA Records and continuing until facilities used to provide the earlier Services available to occur of the termination of this Agreement pursuant to Article IX each Recipient and the Acceptance Timeauditors or other Representatives thereof, the Company shall afford Parentand in any event to any Governmental Authority, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hourshours on reasonable prior notice, for review, inspection, examination and, at Recipient’s expense, reproduction, provided that access to such facilities shall be limited to the purposes of verifying compliance with this Agreement, reviewing security, disaster recovery and backup procedures, complying with Applicable Law, or such other purpose as may be agreed by the parties. Access to such TSA Records and facilities shall be exercised (a) by a Recipient and its authorized Representatives in a manner that shall not interfere unreasonably with the normal operations of any Provider and (b) in the case of an audit of such records by or on behalf of a Recipient, not more than once in any twelve (12)-month period unless otherwise required by Applicable Law or requested by a Governmental Authority or for good cause. In connection with such review of TSA Records and facilities, and upon reasonable prior notice, each Recipient shall have the right to discuss matters relating to the properties, books TSA Records and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices facilities with the Personnel of the applicable Provider who are maintaining the TSA Records and other facilities and providing the Services during regular business hours and without undue disruption of the normal operations of such Provider. No Recipient shall have access to any TSA Records or facilities, properties and personnel no Provider shall be required to provide access or disclose information, when such access or disclosure would constitute privileged attorney-client communications or attorney work product and the transfer of which, or the Companyprovision of access to which, as reasonably determined by such party’s counsel, would constitute a waiver of any such privilege; provided, however, that the Company may restrict or otherwise prohibit access that, in order to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit facilitate access to such documents information the parties shall or information, (ii) granting such access would violate any obligations of shall cause their Affiliates to enter into a customary joint defense agreement or common interest agreement with the Company requesting party or any one or more of its Subsidiaries Affiliates with respect to confidentiality any information requested to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the be provided. Recipient’s rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by under this Section 7.6 7.2 shall continue for so long as TSA Records are required to be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained maintained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Provider under Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information7.1.
Appears in 1 contract
Access. At all times during the period commencing on After the date hereof and prior to the Closing, Seller shall exercise the voting, governance and contractual powers available to it to request (subject to any legal, contractual, fiduciary, legal or similar obligation of this Agreement Seller or any of its Affiliates, any director, officer or employee of Seller or any Seller Affiliate) the Operating Companies to permit Purchaser and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their its executive officers, a reasonable number of their employees and their financial advisorsmanagers, business consultants, legal counsel, accountants and other agents and representatives to have reasonable access access, upon reasonable advance notice, during normal regular business hours, upon reasonable notice, to the assets, employees, properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices businesses and other facilities, properties and operations relating to the Operating Companies as Purchaser may reasonably request including cooperating with Purchaser accounting personnel of seeking to prepare U.S. GAAP financials for the CompanyOperating Companies; provided, however, that the Company in no event shall Seller be obligated to provide any access or information if Seller determines, in good faith after consultation with counsel, that providing such access or information may restrict be inconsistent with or otherwise prohibit access to any documents or information to the extent that (i) any violate applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries including without limitation with respect to bankruptcy or insolvency, or applicable Law affecting creditors’ rights generally or general equitable principles), cause Seller or any Operating Company to breach a confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract obligation to which the Company it is bound, or jeopardize any recognized privilege available to Seller or any Operating Company. Purchaser agrees to indemnify and hold Seller, any Seller Affiliate and any director, officer or employee of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company Seller or any Seller Affiliate harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of its Subsidiaries is a party any representative of Purchaser and any loss, damage to or otherwise bound would violate destruction of any property owned by Seller, any Affiliate of Seller or cause a default underthe Operating Companies or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the employees, counsel, accountants, advisors and other representatives of Purchaser during any visit to the business or give a Person property sites of the right terminate or accelerate Operating Companies prior to the rights underClosing Date, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted whether pursuant to the access contemplated by this Section 7.6 5.2 or otherwise. During any visit to the business or property sites of the Operating Companies, Purchaser shall, and shall be conducted cause its employees, counsel, accountants, advisors and other representatives accessing such properties to, comply with all applicable Laws and all of the Operating Companies’ safety and security procedures and conduct itself in a manner that does could not unreasonably be reasonably expected to interfere with the operation, maintenance or repair of the assets of the Operating Companies. Neither Purchaser nor any of its representatives shall conduct any environmental testing or sampling on any of the business or property sites of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access Operating Companies prior to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationClosing Date.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, information or (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; and provided further, however, that no information or (iv) knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.6 shall affect or be deemed to a Contract to which modify any representation or warranty of the Company or any of its Subsidiaries is a party set forth in this Agreement or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate impair the rights under, such Contractand remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform Phase 1 or Phase 2 environmental assessments or other invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in this Section 7.6 6.6 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractsofficers, analysesemployees and accountants of the Company and its Subsidiaries and, tax returnsduring such period, datathe Company shall, regulatory materialsand shall cause each of its Subsidiaries to, reportsfurnish promptly to Parent and its Representatives any information concerning its business, projectionsTaxes, plansproperties or personnel as Parent may reasonably request, systemsincluding (a) any report, senior management, commitments, offices schedule and other facilitiesdocument filed or furnished by it with the ISA or the TASE and any material communication (including “comment letters”) received by the Company from the ISA or the TASE in respect of such filings, properties and personnel (b) internal monthly consolidated financial statements of the CompanyCompany and its Subsidiaries, to the extent prepared for the Company Board in the ordinary course of business consistent with past practice; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the first proviso in the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Subject to compliance with applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as reasonably requested by Parent with Parent or its Representatives to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without testing. Subject to compliance with applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as reasonably requested by Parent with Parent or its Representatives to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives or employees in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)
Access. At all times during Subject to applicable Laws and the period commencing on the date of this Agreement and continuing until the earlier to occur terms of the termination Confidentiality Agreement, upon the reasonable request of this Agreement pursuant to Article IX and the Acceptance TimeParent, the Company shall afford (and shall cause its Subsidiaries to) use its commercially reasonable efforts to provide Parent’s directors, Acquisition Sub, their officers, a reasonable number of their employees and their other authorized representatives (i) such information of the Company and its Subsidiaries as is reasonably necessary to facilitate the Company’s integration planning and operational transition planning efforts, (ii) such financial advisors, business consultants, legal counsel, accountants and operating data and other agents and representatives reasonable access during normal business hours, upon reasonable notice, data relating to the business, properties, books and records, contracts, analysesassets, tax returnsliabilities, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices personnel and other facilities, properties and personnel aspects of the Company and its Subsidiaries as Parent may from time to time reasonably request, and (iii) such access to the Company’s officers, directors and employees as Parent may from time to time reasonably request; provided, however, that the Company may restrict or otherwise prohibit shall not be required to provide access to or disclose any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting if such access or disclosure would violate jeopardize any obligations attorney-client privilege of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company contract, Law or any of its Subsidiaries is a party, Order (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable cause such information to Parent be provided in a way manner that would not violate result in such jeopardy or violation). No information provided pursuant to this Section 6.1.3 shall affect or be deemed to modify any representation or warranty made by the applicable Law, Contract or obligation or waive Company. All such a privilegeinformation shall be governed by the terms of the Confidentiality Agreement. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.1.3 shall be conducted in a such manner that does as not to interfere unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Notwithstanding anything in this MoU to the contrary, neither Parent nor Purchaser, nor their respective counsel, financial advisors, auditors and other authorized representatives shall conduct any invasive investigation or its Subsidiaries sampling of any soil, subsurface strata, surface water, groundwater, sediments, air or create a risk of damage building materials at, under, in or destruction to about any property owned, leased or assets of operated by the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall (and shall cause its Subsidiaries to) afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (iv) access such documents or information relate to a Contract the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to which the Company Section 5.2, an Acquisition Proposal or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractSuperior Proposal. In the event that the Company does not provide access or information in reliance on clauses (i), (ii), or (iii) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation or waive such a privilege, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not would jeopardize the health and safety of any employee of the Company or its Subsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.5 (1) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , and (2) shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.5. Nothing in this Section 7.6 6.5 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information, subject to the Company’s obligations under Section 6.11.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nextgen Healthcare, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeClosing, the Company shall will afford Parentthe Purchaser reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that: (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) such disclosure relates to interactions with other prospective buyers or transaction partners of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or information relating to the analysis, valuation or consideration of the Transactions or the transactions contemplated hereby, in each case, subject to Section 5.3, which shall not be limited by this Section 6.8(c); (ivd) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (e) access would result in the event disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and the Purchaser and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate provide such documents or information in a manner that does not violate or cause a default pursuant to, or give a third Person the applicable right to terminate or accelerate the rights pursuant to, any Contract or cause such documents or information to Parent cease to benefit from legal privilege, including by redacting or obtaining consent in a way that would not violate connection therewith. Nothing in this Section 6.8 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals or waive such a privilegeopinions. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing without or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the Company’s prior written consent, in its sole discretionsort generally referred to as a “Phase II” environmental investigation. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent the Purchaser or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing 6.8; provided that, notwithstanding any provision to the contrary in this Section 7.6 the Confidentiality Agreement, the Purchaser and any of its Representatives shall be construed permitted to require disclose to the Other Purchasers and their respective Representatives any information of the Company and discuss with the Other Purchasers and their respective Representatives any information of the Company, any of its Subsidiaries in each case, including in connection with the Transactions or any other Acquisition Proposal, except that the Purchaser or its Representatives of shall not disclose to the Other Purchasers or their respective Representatives any Company information that is competitively sensitive and is designated in writing by the Company to be for such Purchaser’s access only (or that otherwise directly relates only to commercial matters or arrangements of the foregoing Company in the ordinary course of business (and not the Transaction or any Acquisition Proposal) and, notwithstanding the foregoing, would otherwise be prohibited to prepare be disclosed by the Purchaser or its applicable Affiliates pursuant to another confidentiality agreement between the Purchaser or its Affiliates and the Company or its Affiliates). All requests for access pursuant to this Section 6.8 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. Notwithstanding any reportsprovision to the contrary in the Confidentiality Agreement, analyses, appraisals, opinions or other informationthe Confidentiality Agreement shall automatically terminate at the Closing.
Appears in 1 contract
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timecompliance with applicable Laws, the Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business accountants, consultants, legal counsel, accountants financial advisors and agents and other agents representatives (collectively, “Representatives”) reasonable access, for purposes reasonably related to consummating the Merger and representatives reasonable access carrying out post-Merger integration, during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ personnel, properties, contracts, commitments, books and records, contractsother than any such matters that relate to the negotiation and execution of this Agreement, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or that relate to any Alternative Proposal or Superior Proposal (but without limiting the Company’s obligations under Section 5.4). The foregoing notwithstanding, the Company shall not be required to afford such access (i) if such access would, in the Company’s good-faith discretion, (x) unreasonably disrupt the operations of the Company or any of its Subsidiaries, (y) jeopardize any attorney-client or other legal privilege or trade secret protection or (z) contravene any applicable Law or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or any of its Affiliates is a party); provided, however, that the Company may restrict shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which any of the foregoing restrictions apply to allow access in a manner that does not result in such effect, or (ii) to such information that relates to the minutes of the meetings of the Company Board or its committees where the Company Board or any applicable committee discussed the transactions contemplated by this Agreement or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board, whether in connection with a specific meeting, or otherwise prohibit relating to such subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure pursuant to any documents or information this Section 5.3 to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of or information is reasonably pertinent to a litigation where the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breachAffiliates, contravene or violate any then effective Contract to which on the Company one hand, and Parent, Merger Sub or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its Subsidiaries is a party, (iii) obligations set forth above to provide access to such personnel, properties, contracts, commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or information would give rise to a risk of waiving not be permitted under the applicable Law (including any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such ContractCOVID-19 Measures). In the event that the Company does not provide No access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted provided pursuant to the access contemplated this Section 5.3 shall limit or otherwise affect or be deemed to modify any representation or warranty made by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At all times during Commencing on the period commencing Closing Date and ending on the date of this Agreement and continuing until that is the earlier to occur sixth (6th) anniversary of the termination Closing Date, in connection with any reasonable business purpose, including the preparation of this Agreement pursuant financial statements, pursuit or defense of claims or litigation, U.S. Securities and Exchange Commission or bank regulatory reporting obligations, or the determination of any matter relating to Article IX the rights or obligations of Seller or any of its Affiliates under any Transaction Agreement, upon reasonable prior notice, and except as determined in good faith to be necessary to (a) ensure compliance with any applicable Law, (b) preserve any applicable privilege (including the Acceptance Timeattorney-client privilege) or (c) comply with any contractual confidentiality obligations, the Company Buyer shall, and shall afford Parentcause each of its Affiliates, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisorsrespective Representatives to afford Seller, business consultantsits Representatives and their respective Affiliates reasonable access, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and recordsrecords of Buyer and its Affiliates in respect of the Business (and permit copies of such materials to be made for Seller or any of its Affiliates solely for use in connection with the reasonable business purposes described in this paragraph), contracts(B) furnish to Seller, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices its Representatives and their respective Affiliates such additional financial and other facilitiesinformation regarding the Business as Seller or its Representatives may from time to time reasonably request and (C) make available to Seller, properties its Representatives and personnel their respective Affiliates those employees of Buyer or its Affiliates whose assistance, expertise, testimony, notes or recollections or presence may be necessary to assist Seller, its Representatives or their respective Affiliates in connection with its inquiries for any purpose referred to above, including the Companypresence of such persons as witnesses in hearings or trials for such purposes; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it investigation shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct business or operations of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company Buyer or any of its Subsidiaries. Any Affiliates; and provided, further, that the auditors and accountants of Buyer or its Affiliates shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to the properties of the Company work papers in form and substance reasonably acceptable to such auditors or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationaccountants.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel (including employment terms, manuals, handbooks, policies and guidelines) as Parent may reasonably request to prepare for the Closing or the post-Closing integration, including and subject to the foregoing (a) any report, schedule and other document filed or furnished by it with the ISA and any material communication (including “comment letters”) received by the Company from the ISA in respect of such filings, and (b) internal monthly consolidated financial statements of the Company and its Subsidiaries, to the extent prepared in the ordinary course of business consistent with past practice; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the first proviso in the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Parent and its Representatives shall have the right to consult on a regular basis with each of the members of the Company’s senior management team, in each case, so that Parent and Merger Sub may obtain all information concerning the business, assets or affairs of the Company as they may reasonably need to prepare for the Closing or the post-Closing integration. Subject to compliance with applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent with Parent or its Representatives to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company, as may be reasonably necessary to prepare for the Closing or the post-Closing integration. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeInterim Period, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law (including COVID-19 Measures) requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the any Company or any of its Subsidiaries Group Member is a party or otherwise bound would violate or cause a material default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event disclosure of any trade secrets of third Persons; (e) access would, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any officer or employee of the Company Group; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a way manner that would not violate any of clauses (a) through (f). Nothing in this Section 6.8 will be construed to require the applicable LawCompany Group or any of its Representatives to prepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesCompany. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Access. At all times during During the period commencing on from the date of this Agreement and continuing until to the earlier to occur of the Closing and the termination of this Agreement pursuant to Article IX and the Acceptance Timein accordance with its terms, the Company shall afford Parentgrant to Buyer and its Representatives reasonable access, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, hours and upon reasonable notice, to the senior management, personnel, properties, books and recordsrecords of the Company Entities (including, contractswhere applicable, analysescopies thereof); provided, tax returnsthat (a) such access does not unreasonably interfere with the normal operations of any Company Entity or involve any environmental sampling or testing or any invasive or subsurface investigation, data(b) such access is reasonable in light of COVID-19 and in accordance with applicable COVID-19 Measures, regulatory materials(c) all requests for such access shall be directed to Xxxxxx Xxxxxx or such other Person(s) as the Company may designate in writing from time to time (collectively, reportsthe “Designated Contacts”), projectionsand (d) nothing herein shall require the Company to provide access to, plansor to disclose any information to, systemsBuyer or any of its Representatives to the extent such access or disclosure (i) would waive any legal privilege or (ii) would be in violation of applicable Laws or regulations of any Governmental Entity (including the HSR Act, senior managementany COVID-19 Measures and all other applicable Antitrust Laws); provided, commitmentsthat the Company shall cooperate with Buyer to attempt to find a way to allow disclosure of such information to the extent doing so would not (in the reasonable judgment of the Company after consultation with counsel) reasonably be likely to violate any Law (including any COVID-19 Measures) or result in the loss of such privilege. Buyer and its Representatives agree to comply with all applicable safety rules and reasonable controls to protect the health and safety of employees and service providers of the Company Entities in connection with any access provided pursuant to this Section 6.01. Other than the Designated Contacts or as expressly provided in the preceding sentence, offices Buyer is not authorized to and shall not (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any officer, director, employee, customer, reseller, distributor, supplier, lessee, lessor or other facilitiesmaterial business relation of any Company Entity prior to the Closing, properties and personnel without the prior written consent of the Company; provided, however, that the Company may restrict foregoing shall not prohibit Buyer from contacting the aforementioned individuals in the ordinary course of business unrelated to this Agreement or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or informationtransactions contemplated herein. Buyer shall, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include cause its Representatives to, abide by the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply with respect to such access and any information obtained by Parent furnished to it or its Representatives pursuant to this Section 6.01, and Buyer shall be liable to the Company for any failure of any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant Representatives to abide by the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any terms of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationConfidentiality Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Specialty Building Products, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and its Representatives and the Financing Sources and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that the Company does not provide access or information in reliance on the preceding sentence, it shall will use its reasonable best efforts to communicate cooperate on utilizing an alternative method of production of all such information in the applicable information event any of the foregoing circumstances apply. Nothing in this Section 6.8 will be construed as an independent basis to Parent in a way that would not violate require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of and its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another Person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Access. At all times during the period commencing on From the date of this Agreement and continuing until the Closing or the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeSection 8.01, the Company shall, and shall afford Parentcause its Subsidiaries to, Acquisition Sub, their officers, a (a) permit representatives of Parent to have access at reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access times during normal business hours, upon with reasonable advance notice, and in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries, to all premises, properties, books, records, contracts and documents of the Company and its Subsidiaries and to the propertiesChief Executive Officer, books Chief Financial Officer, General Manager - BMAC and recordsGeneral Manager - Hamsar of the Company, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities(b) furnish to Parent such information concerning the businesses, properties and personnel of the CompanyCompany and its Subsidiaries as Parent shall reasonably request; provided, however, that the Company may restrict or otherwise prohibit access foregoing shall (i) not apply with respect to any information the disclosure of which would, based on the advice of the Company’s outside counsel, waive any privilege or breach any duty of confidentiality owed to any Person without the consent of the beneficiary thereof; (ii) not apply with respect to any document or information regarding the Company’s or any of its Subsidiaries’ entry into or conducting of a competitive sale process prior to the execution of this Agreement; (iii) not apply with respect to any investigation, sampling, or testing of any environmental media at any properties of the Company or its Subsidiaries; (iv) not apply to such portions of documents or information relating to pricing or other matters that are highly sensitive if the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to exchange of such documents (or portions thereof) or information, (ii) granting such access would violate any obligations as determined by the Company’s outside counsel, is reasonably expected to result in violations of applicable competition Law by the Company or any of its Subsidiaries and Parent or any of their respective Affiliates and (v) not apply with respect to confidentiality to any Person document or otherwise breach, contravene information the disclosure of which would be in violation of applicable Laws of any Governmental Authority (including the HSR Act) or violate the provisions of any then effective Contract agreement to which the Company or any of its Subsidiaries is a party. Parent shall comply with, (iii) access and shall cause Parent’s representatives to such documents or information would give rise to a risk comply with, all of waiving any attorney-client privilegetheir obligations under the Confidentiality Agreement, work product doctrine or other applicable privilege applicable to such documents or informationdated May 15, or (iv) access to a Contract to which 2018, between the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underand Parent (the “Confidentiality Agreement”), or give a Person with respect to the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted disclosed pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures 5.03, and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the such Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants will remain in full force and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationeffect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Methode Electronics Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall shall, subject to reasonable restrictions or limitations as a result of COVID-19 or any COVID-19 Measures afford ParentParent reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that this Section 6.6 shall not require the Company may restrict or otherwise prohibit to provide access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a risk of waiving waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which would result in the Company or disclosure of any trade secrets (including source code) of the Company, any of its Subsidiaries is a party Subsidiaries; or otherwise bound would violate (d) such documents or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that information are reasonably pertinent to any adverse Legal Proceeding between the Company does not and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided, that if access, information or documents are withheld for the reasons set forth in clauses (a) – (c), the Company shall inform Parent as to the general nature of what is being withheld and the Company shall use commercially reasonable efforts to provide access such access, documents or information in reliance on without causing the preceding sentenceloss of any attorney-client privilege (including entering into a customary common interest or joint defense agreement or implement such other techniques as reasonably required to preserve any attorney-client privilege), it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, violation of Law or Contract or obligation or waive such a privilegedisclosure of trade secrets. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create otherwise result in any unreasonably significant interference with the prompt and timely discharge by officers, employees or other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) cause a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable safety and security measures and insurance requirements and shall will not include the right to perform invasive or subsurface testing or any sampling, monitoring or analysis of soil, groundwater, building materials, indoor or ambient air, or other environmental media. Notwithstanding anything herein to the contrary, the Parent Entities shall not, and shall cause their respective representatives not to, contact any employee of the Company or any of its Subsidiaries not involved in the negotiation of the transactions contemplated by this Agreement or any customer, technology or other partner, vendor or supplier of the Company in connection with the Transactions, in each case, without the Company’s prior written consent, in its sole discretion. The terms and conditions the Parent Entities acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted Company. All requests for access pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall 6.6 must be construed directed to require each Co-General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another Person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atlas Technical Consultants, Inc.)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that (a) the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law (including any COVID-19 Measures) requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right to terminate or accelerate an obligation under, any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, information or (iv) such documents or information relate to the evaluation or negotiation of this Agreement, the transactions contemplated hereby or, subject to Section 5.2, an Acquisition Proposal or Superior Proposal, and (b) in each case, such access may be limited to a Contract to which the extent the Company reasonably determines, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person any employee of the right terminate or accelerate the rights under, such ContractCompany. In the event that the Company does not provide access or information in reliance on (x) clauses (a)(i), (a)(ii) or (a)(iii) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the any applicable Law, Contract or obligation or waive such a privilege, and (y) clause (b) of the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that the Company reasonably determines would not would jeopardize the health and safety of any employee of the Company. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries Company, shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.6. Nothing in this Section 7.6 6.6 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries Company or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prometheus Biosciences, Inc.)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeInterim Period, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a reasonably likely risk of waiving (or otherwise jeopardize) any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the any Company or any of its Subsidiaries Group Member is a party or otherwise bound would violate or cause a material default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; (e) in the Company’s reasonable, good faith discretion, restricting or prohibiting access is advisable in connection with any COVID-19 Measures; (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; or (g) subject to compliance with (and without limiting) the relevant provisions of Section 5.3, such documents or information relate to an Acquisition Proposal or a Company Board Recommendation Change or the actions of the Company Board (or a committee thereof) with respect thereto; provided that with respect to the items noted in reliance on the preceding sentenceclauses (a) through (f), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall use its commercially reasonable best efforts to communicate allow the applicable disclosure of such information to Parent (or as much of it as possible under the circumstances) in a way manner that would not violate any of clauses (a) through (f). Any information so disclosed shall be disclosed subject to execution of a joint defense agreement in customary form. Nothing in this Section 6.8 will be construed to require the applicable LawCompany Group or any of its Representatives to prepare any reports, Contract analyses, appraisals, opinions or obligation or waive other information. Any such a privilegeaccess pursuant to this Section 6.8 shall be conducted at Parent’s sole cost and expense under the supervision of appropriate personnel of the Company Group. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesCompany. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. All requests for access pursuant to this Section 6.8 must be directed to the General Counsel (or comparable position) of the Company, or another person designated in writing by the Company. Nothing in this Section 7.6 6.8 shall be construed to require the CompanyCompany to permit the inspection of, or to disclose, any information regarding or related to the deliberations of its Subsidiaries the Company Board with respect to the transactions contemplated by this Agreement, the entry into this Agreement or any Representatives of any of materials provided to the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany Board in connection therewith.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ARTICLE IX and the Acceptance Effective Time, upon reasonable prior notice and subject to applicable Law, the Company shall, and shall cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its authorized Representatives reasonable access during normal business hours, upon reasonable notice, hours and without unreasonable disruption of normal business activity during the period prior to the Effective Time to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to (i) any documents or information to the extent that (i) any applicable Law - 42 - requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a partycompetitively sensitive information, (iii) access to such any documents or information that, in the reasonable judgment of the Company (based on consultation with counsel), would give rise to a risk result in the loss of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to any information that would result in a breach of a Contract to which the Company or any of its Subsidiaries is are a party or otherwise bound or would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract. In the event Contract and (v) any information that is reasonably pertinent to any litigation in which the Company does not provide access or information in reliance its Subsidiaries, on the preceding sentenceone hand, it and Parent or any of its Subsidiaries, on the other hand, are adverse parties; provided, however, that in the case of clauses (i) through (v), the Company shall use its commercially reasonable efforts to obtain any required consents to provide such access, inspections, data or other information and take such other action (such as the redaction of identifying or confidential or competitively sensitive information, entry into a joint defense agreement or other agreement or by providing such access, inspections, data or other information solely to outside counsel to avoid the loss of any privilege or otherwise mitigate any of the matters set forth in any of the clauses (i) through (v)) as is necessary to provide such access, inspections, data or other information to Parent and its Representatives in compliance with applicable Law, and otherwise the Company shall use its reasonable best efforts to communicate institute appropriate substitute disclosure arrangements, to the applicable extent practicable in the circumstances, and subject in each case to the provisions of the relevant Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeand Merger Sub hereunder. Any investigation conducted pursuant to the access contemplated by this Section 7.6 Section 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, Parent shall schedule and coordinate all inspections with the Company’s Chief Executive Officer or Chief Financial Officer (or such other Person as may be designated by the Company’s Chief Executive Officer or Chief Financial Officer) and shall give the Company at least three (3) Business Days’ prior written notice thereof, setting forth the inspection or materials that Parent or its Representatives intend to conduct or review, as applicable. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to any landlord rights and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationrequirements.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business would violate or cause a default underpursuant to, or give a Third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of Third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that in each case described in clauses (a) through (d) the Company shall cooperate with Parent and use its commercially reasonable efforts to develop alternative methods of providing such information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way manner that would not violate result in any violation, default, prejudice or loss of privilege. Nothing in this Section 6.9 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.9 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties, or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionrequirements. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted or information provided pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timeapplicable Law (including COVID-19 Measures), the Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business accountants, consultants, legal counsel, accountants financial advisors and agents and other agents and representatives (collectively, “Representatives”) reasonable access access, upon reasonable prior notice, during normal business hours, upon reasonable noticethroughout the period prior to the earlier of the Effective Time and the Termination Date, to the its and its Subsidiaries’ properties, officers, employees, Contracts, commitments, books and recordsrecords and any report, contractsschedule or other document filed or received by it pursuant to the requirements of applicable Laws and the Company shall, analysesand shall cause each of its Subsidiaries to, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and furnish reasonably promptly all other facilitiesinformation in its possession concerning the business, properties and personnel of the Company; providedCompany and its Subsidiaries as Parent or Merger Sub may reasonably request. Notwithstanding the foregoing, however, that the Company may restrict shall not be required to afford such access or otherwise prohibit access to any documents or provide such information to if it would unreasonably disrupt the extent that (i) any applicable Law requires operations of the Company to restrict or otherwise prohibit access to such documents its Subsidiaries, would, in light of COVID-19 or informationCOVID-19 Measures, (ii) granting such access would violate jeopardize the health and safety of any obligations officer or employee of the Company or any of its Subsidiaries with respect to confidentiality to Subsidiaries, would cause a violation of any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access would reasonably be expected to such documents or information would give rise cause a loss of privilege to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is or would constitute a party or otherwise bound would violate or cause a default underviolation of any applicable Law; provided, or give a Person the right terminate or accelerate the rights underhowever, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it and Parent shall use its reasonable best efforts to communicate the applicable information to Parent in a way manner that would not violate the applicable Law, Law or any Contract or obligation or waive such a privilegeprivilege or work-product doctrine. Any investigation conducted pursuant Notwithstanding the foregoing, Parent and its Representatives shall not be permitted to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere perform any onsite procedure (including any onsite environmental study) with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction respect to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Varian Medical Systems Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Newco and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation (including any laws or regulations relating to security clearances) requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract. In the event Contract (provided that the Company does not provide access and Newco shall cooperate in good faith to design and implement alternative procedures to enable Newco to evaluate any such Contracts without causing a violation or information default thereunder or giving any third party a right to terminate or accelerate the rights thereunder); and provided further, that nothing in reliance on this Section 6.9 or elsewhere in this Agreement shall be construed to require the preceding sentenceCompany or its Representatives to prepare any reports, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Lawanalyses, Contract appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.9 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Newco or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.9.
Appears in 1 contract
Access. At all times during (a) During the period commencing on from the date of this Agreement and continuing until to the earlier to occur of the Closing Date or the termination of this Agreement pursuant in accordance with its terms, subject to Article IX any applicable Legal Requirement, Acquiror and the Acceptance Timeits Representatives shall, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access at all times during normal business hours, upon hours and with reasonable advance notice, have such reasonable access to the propertiesfacilities, books operations, records and properties of the Company and each of its Subsidiaries in accordance with the provisions of this Section 5.1(a) as shall be necessary solely for the purposes of determining of the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Acquiror and the Company following the Effective Time. Acquiror and its Representatives may, during such period, make or cause to be made such reasonable review of the operations, records and properties of the Company and each of its Subsidiaries and of their respective financial and legal conditions as Acquiror shall deem necessary or advisable to familiarize itself with such records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Companyother matters; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does review shall not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere materially with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets normal operations of the Company or any of its Subsidiaries. Any access Upon request, the Company and each of its Subsidiaries will furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the properties of Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided, such disclosure would not result in the waiver by the Company or any of its Subsidiaries of any claim of attorney-client privilege or the disclosure of any regulatory information which is deemed confidential as a matter of law). No review by Acquiror or any of its Representatives shall be subject affect the representations and warranties made by the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information the disclosure of which to Acquiror, in the Company’s reasonable security measures and insurance requirements and shall not include judgment: (i) would be prohibited by any applicable Legal Requirement; (ii) would result in the right breach of any agreement with any third party in effect on the date of this Agreement; or (iii) relate to perform invasive testing without pending or threatened litigation or investigations, if disclosure might affect the Company’s prior written consentconfidential nature of, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisorsprivilege relating to, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6matters being discussed. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of If any of the foregoing restrictions in the preceding sentence shall apply, the Company and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to prepare protect the confidentiality of sensitive material and to ensure compliance with any reports, analyses, appraisals, opinions or other informationapplicable Legal Requirement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (County Bancorp, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany for the purposes of planning for the potential consummation of the Merger and the operation of the Company following the Closing, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.8 will be construed to communicate require the applicable information Company Group or any of its Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Access. At all reasonable times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX Section 10.1 and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and any of its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, (iii) access to such documents or information would violate any obligation of confidentiality by the Company or a Subsidiary of the Company, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract. In ; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the event that access contemplated by this Section 6.4 shall affect or be deemed to modify any representation or warranty of the Company does not provide access or information set forth in reliance on the preceding sentence, it this Agreement. The Company shall use its commercially reasonable best efforts to communicate obtain all necessary consents or approvals to permit disclosure and access to the applicable information materials referred to Parent in a way that would not violate clauses (iii) and (iv) of the applicable Law, Contract or obligation or waive such a privilegeimmediately preceding sentence. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.4.
Appears in 1 contract
Access. At all times during Subject to applicable Laws and the period commencing on the date of this Agreement and continuing until the earlier to occur terms of the termination Confidentiality Agreement, upon the reasonable request of this Agreement pursuant to Article IX and the Acceptance TimeParent, the Company shall afford (and shall cause its Subsidiaries to) use commercially reasonable efforts to provide Parent’s directors, Acquisition Sub, their officers, a reasonable number of their employees and their financial advisorsemployees, business consultants, legal counsel, accountants financing sources and other agents authorized Representatives (i) such information of the Company and representatives reasonable access during normal business hoursits Subsidiaries as is reasonably necessary to facilitate the Company’s integration planning and operational transition planning efforts, upon reasonable notice, (ii) such financial and operating data and other data relating to the business, properties, books and records, contracts, analysesassets, tax returnsliabilities, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices personnel and other facilities, properties and personnel aspects of the Company and its Subsidiaries as Parent may from time to time reasonably request, and (iii) such access to the Company’s officers, directors and employees as Parent may from time to time reasonably request; provided, however, that all requests from Parent, Merger Sub or their respective Representatives for such access or information pursuant to this Section 7.1 shall be directed to the Company’s Chief Executive Officer of Chief Financial Officer and not to any other director, officer or employee of the Company may restrict or otherwise prohibit unless consented to in writing by the Company; and provided further, that the Company shall not be required to provide access to or disclose any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting if such access or disclosure (A) would violate jeopardize any obligations attorney-client privilege of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract contract, Contract, Law or Order (provided that the Company shall use commercially reasonable efforts to which cause such information to be provided in a manner that would not result in such jeopardy or violation) or (B) could reasonably be expected to jeopardize the health and safety of any Representative of the Company or its Subsidiaries, including in light of any of its Subsidiaries is a partypandemic or epidemic (including SARS-CoV-2 or COVID-19), (iii) access to such documents or information would give rise to a risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationProtest Event, or (iv) access any Protest Measures. No information provided pursuant to a Contract this Section 7.1.3 shall affect or be deemed to which modify any representation or warranty made by the Company or any Company. All such information shall be governed by the terms of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeConfidentiality Agreement. Any investigation conducted pursuant to the access contemplated by this Section 7.6 7.1.3 shall be conducted in a such manner that does as not to interfere unreasonably interfere with the conduct of the business of the Company and its Subsidiaries. Notwithstanding anything in this MoU to the contrary, neither Parent nor Purchaser, nor their respective counsel, financial advisors, auditors and other authorized representatives shall conduct any invasive investigation or its Subsidiaries sampling of any soil, subsurface strata, surface water, groundwater, sediments, air or create a risk of damage building materials at, under, in or destruction to about any property owned, leased or assets of operated by the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Tender and Support Agreement (Sequans Communications)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeInterim Period, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable noticeadvance notice and solely for the purpose of furthering the Merger or integration planning relating thereto, to the properties, facilities, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Order (including COVID-19 Measures) requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work work-product doctrine doctrine, or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the any Company or any of its Subsidiaries Group Member is a party or otherwise bound would violate or cause a material default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event disclosure of any trade secrets of third Persons; or (e) relates to the activities of the Company pursuant to Section 5.3(b), except to the extent required to be provided pursuant to Sections 5.3(d) or 5.3(e); provided, that the Company does shall give advance written notice to Parent of the fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Parent to allow the disclosure of such information (or as much of it as possible) in a manner that would not provide access violate any of clauses (a) through (e). Any such investigation shall be conducted under reasonable supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal business or information operations of the Company or its Subsidiaries or otherwise result in reliance on any unreasonable burden with respect to the preceding sentenceprompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties, it and Parent shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant minimize to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with extent reasonably practicable any disruption to the conduct of the business businesses of the Company or its Subsidiaries or create a risk of damage or destruction to that may result from any property or assets of the Company or any of its Subsidiariessuch requests for access. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures measures, policies and insurance requirements and shall will not include the right to perform invasive testing without sample soil, sediment, groundwater, surface water, air or building materials or conduct any other environmental sampling or analysis. For the avoidance of doubt, nothing in this Section 6.8 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that create an unreasonable burden on the employees of the Company or its Subsidiaries. In addition, the Company, its Subsidiaries and Parent shall cooperate in good faith to arrange for, as reasonably agreed by Parent and the Company, communication strategies for, and joint meetings of the Company and Parent with, the Company’s prior written consentcustomers, in suppliers, and employees; provided, that (y) such meetings do not unreasonably interfere with the ordinary course operations of the Company and its sole discretionSubsidiaries and (z) a Representative of the Company must be present at all times during such meetings. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing References to “Parent” in this Section 7.6 6.8 shall be construed deemed to require include the CompanyDebt Financing Sources. Notwithstanding anything to the contrary herein, any with the consent of Parent (which shall not be unreasonably withheld), the Company may satisfy its Subsidiaries obligations set forth above by electronic means if physical access is not reasonably feasible or any Representatives would not be permitted under applicable Law (including as a result of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCOVID-19 Measures).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessco Technologies Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) ; access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand; provided, that such access may be provided remotely to communicate the applicable information extent the Company determines necessary or advisable in light of the COVID-19 pandemic. Nothing in this Section 6.8 will be construed to Parent in a way that would not violate require the applicable LawCompany Group or any of its Representatives to prepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in All requests for access pursuant to this Section 7.6 shall 6.8 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another Person designated by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Access. At all times during (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs, and (ii) the date on which this Agreement and continuing until the earlier to occur of the termination of this Agreement is terminated pursuant to Article IX and the Acceptance Time§7.1, the Company shall, and shall cause each of the Company Subsidiaries to, upon reasonable notice, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Purchaser and Merger Sub and their financial advisorsrespective Representatives, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, hours to the officers, directors, accountants, properties, books and recordsrecords of the Company and the Company Subsidiaries and, contractsduring such period, analysesthe Company shall, tax returnsand shall cause each of the Company Subsidiaries to, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices furnish promptly to Purchaser and other facilitiesMerger Sub all information concerning the business, properties and personnel of the CompanyCompany and the Company Subsidiaries as Purchaser and Merger Sub may reasonably request; provided, however, that the Company may restrict or otherwise prohibit the foregoing access to any documents or information to the extent that (i) in the reasonable judgment of the Company, any Law applicable Law requires to the Company or the Company Subsidiaries requires it to restrict or otherwise prohibit access to such documents any of the business, properties, information or informationpersonnel of the Company or the Company Subsidiaries; provided, (ii) granting further, that such access would violate any obligations shall not unreasonably disrupt the operations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide or cause to be provided to Purchaser, Merger Sub or their respective Representatives any information or access that it reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of its Subsidiaries is a party, (iii) access to such documents any confidentiality agreement or information would give rise to a risk cause forfeiture of waiving any the attorney-client privilege, work product doctrine or other applicable privilege applicable to provided that, in such documents or informationevent, or (iv) access to a Contract to which the Company or any shall use commercially reasonable efforts to cooperate with Purchaser to permit disclosure of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on manner consistent with the preceding sentencepreservation of such Law, it shall use its reasonable best efforts to communicate rules or regulations, confidentiality agreement or privilege (including by seeking the consent of the applicable information party to Parent in a way that would not violate whom the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct duty of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationconfidentiality is owed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Carlisle Companies Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the valid termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance request provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationinformation (provided that the Company has reasonably cooperated with Parent to permit such access on a basis that does not risk waiving such attorney-client privilege, work product doctrine or other applicable privilege); (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In the event Contract (provided that the Company has reasonably cooperated with Parent to permit such access on a basis that does not provide give rise to any such violation, default, termination or acceleration); (d) access would result in the disclosure of any Trade Secrets (including any source code or object code) of the Company, any of the Subsidiaries of the Company or any third Persons; or (e) such documents or information in reliance are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 6.8 will be construed to communicate require the applicable information Company, any of its Subsidiaries or any of their respective Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a material risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to collect any air, soil, surface water, groundwater, or vapor samples or to perform any invasive testing without the Company’s prior written consentor destructive environmental or subsurface investigation(s), in its sole discretionincluding any “Phase II” environmental site assessment or similar work. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent Parent, Merger Sub or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives their respective Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.8.
Appears in 1 contract
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier (a) Subject to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Timecompliance with applicable Laws, the Company shall afford Parent, Acquisition Sub, their to Parent and to its officers, a reasonable number of their employees and their financial advisorsemployees, business Affiliates, accountants, consultants, legal counsel, accountants financial advisors, financing sources and agents and other agents representatives (collectively, “Representatives”), and, subject to their joinder to the Confidentiality Agreements or their having executed a confidentiality agreement with the Company in form and representatives substance reasonably acceptable to the Company (it being understood that a confidentiality agreement with the Company having provisions as to confidential treatment of information and other terms that are not less favorable in any material respect to the Company than the confidentiality and other provisions of the Initial Confidentiality Agreement will be deemed to be reasonably acceptable to the Company), bona fide potential purchasers of assets of the Company and its Subsidiaries and their respective Representatives as may reasonably be requested by Parent, reasonable access during normal business hours, upon reasonable advance notice, throughout the period prior to the earlier of the Effective Time and the Termination Date, to the Company’s and its Subsidiaries’ personnel, properties, contracts, commitments, books and recordsrecords (provided that in the case of such potential purchasers of assets and their respective Representatives, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit limit such access to the assets of the Company and its Subsidiaries that are the subject of such potential purchase and, if applicable, apply “clean team” and other similar customary procedures), other than any documents or information such matters that relate to the extent that negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or any Alternative Proposal or Superior Proposal (i) any applicable Law requires which shall be governed by Section 5.4). The foregoing notwithstanding, the Company shall not be required to restrict or otherwise prohibit access to such documents or information, (ii) granting afford such access if it would violate any obligations unreasonably disrupt the operations of the Company or any of its Subsidiaries with respect to confidentiality to Subsidiaries, would cause a violation of any Person or otherwise breach, contravene or violate any then effective Contract agreement to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to cause a risk of waiving any attorney-client privilege, work product doctrine a loss of privilege or other applicable privilege applicable trade secret protection to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is or would constitute a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contractviolation of any applicable Law. In the event that the Company does not provide access or information in reliance on the preceding sentence, it The parties hereto shall use its reasonable best efforts to communicate make appropriate substitute arrangements under circumstances in which the applicable information restrictions of the preceding sentence apply to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the allow access contemplated by this Section 7.6 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, result in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationsuch effects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Corp)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimePre-Closing Period, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Elevation and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract. In ; and provided further, that no information or knowledge obtained by Elevation in any investigation conducted pursuant to the event that access contemplated by this Section 5.5 shall affect or be deemed to modify any representation or warranty of the Company does not provide access set forth in this Agreement or information in reliance on otherwise impair the preceding sentence, it shall use its reasonable best efforts rights and remedies available to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeElevation hereunder. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Elevation or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.5.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement and Agreement and Plan of Merger (Palm Inc)
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices records (including financial and operating data and all other facilities, properties information relating to the business of the Company and its Subsidiaries reasonably requested by Parent) and personnel of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (iib) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person third party or otherwise breach, contravene or violate violate, constitute a default under, or give a third party the right terminate or accelerate an obligations under, any then effective Contract in effect as of the date hereof to which the Company or any of its Subsidiaries is a party, or (iiic) access to such documents or information would give rise reasonably be expected to result in a risk waiver of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate the rights under, such Contract. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a reasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries , shall be subject to the Company’s reasonable security measures and insurance requirements requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.65.1. Nothing in this Section 7.6 5.1 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reportsappraisals or opinions. No access or information provided pursuant to this Section 5.1 will operate as a waiver or otherwise affect any of the representations, analyseswarranties, appraisals, opinions covenants or other informationagreements of the parties contained in this Agreement.
Appears in 1 contract
Access. At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeInterim Period, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, facilities, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that that: (ia) any applicable Law (including COVID-19 Measures) requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (c) access would result in the disclosure of any trade secrets of Third Persons; (d) access would, in light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any officer or employee of the Company Group; or (ive) access such documents or information are reasonably pertinent to a Contract to which any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided, that the Company shall provide Parent with a description of such information not disclosed and use commercially reasonable efforts to implement alternative disclosure arrangements for Parent to evaluate such information with resulting in a violation of clauses (a) through (e). Nothing in this Section 6.8 will be construed to require the Company Group or any of its Subsidiaries is a party Representatives to prepare any reports, analyses, appraisals, opinions or otherwise bound would violate or cause a default under, or give a Person other information. Any access pursuant to this Section 6.8 shall be conducted at Parent’s sole cost and expense under the right terminate or accelerate the rights under, such Contract. In the event that supervision of appropriate personnel of the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilegeGroup. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.8 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesCompany. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionapproval. The terms and conditions of the Confidentiality Agreement shall Agreements will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. All requests for access pursuant to this Section 6.8 must be directed to the Chief Financial Officer of the Company, or another person designated by the Company. Nothing in this Section 7.6 6.8 shall be construed to require the CompanyCompany to permit the inspection of, or to disclose, any information regarding or related to the deliberations of its Subsidiaries the Company Board with respect to the Transactions, the entry into this Agreement or any Representatives of any of materials provided to the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany Board in connection therewith.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Newco and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contractsofficers, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties agents and personnel of the CompanyCompany and its Subsidiaries and the Company shall and shall cause its Subsidiaries to furnish to Newco promptly such information concerning the Company and its Subsidiaries business, personnel, assets, liabilities and properties as Newco may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a risk would, in the Company’s good faith opinion after consultation with outside legal counsel, result in the loss of waiving any attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information, or (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such ContractContract (provided that such contract is listed on Section 3.12 of the Company Disclosure Letter), or (d) subject to the terms of Section 5.2(b) and Section 5.2(c), such documents or information relate directly or indirectly to any Acquisition Proposals that the Company or any of its Representatives may have received from any Person or any discussions or negotiations that the Company or any of its Representatives is having with respect to any Acquisition Proposal or any other proposals that could lead to an Acquisition Proposal; and provided further, that no information or knowledge obtained by Newco in any investigation conducted pursuant to the access contemplated by this Section 5.5 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Newco and Merger Sub hereunder. In the event that any of the Company or its Subsidiaries does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent Newco in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries Subsidiaries, or create a an unreasonable risk of material damage or destruction to any material property or assets of the Company or any of its Subsidiaries. Any access to the Company’s or its Subsidiaries’ properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements requirements. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not include comply with the right to perform invasive testing without obligations set forth in Section 5.5 of the Company’s prior written consent, in its sole discretionCompany Disclosure Schedule. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent Newco or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.65.5. Nothing in All requests for data and access under this Section 7.6 Agreement shall be construed made only to require and through one or more of the individuals designated in writing by an Executive Vice President of the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At (a) Subject to any restrictions imposed under applicable Laws, at all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to in accordance with Article IX VI and the Acceptance TimeOffer Closing, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultantsits accountants, legal counsel, accountants counsel and other agents and representatives Representatives reasonable access during normal business hours, upon reasonable notice, to the any assets, properties, books and records, contracts, analysesbooks, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and its Subsidiaries as Parent may reasonably request; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which of the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.5 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 5.5 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information5.5.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company (including true and complete copies of the Company’s and each of its Subsidiaries’ internal financial statements, Tax Returns, Tax elections and all other records relating to Taxes) ; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law (including any Laws relating to security clearances) requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right terminate or accelerate the rights under, such Contract. In the event Contract or (d) such documents or information relate directly or indirectly to any Acquisition Proposals that the Company does not provide access or information any of its Representatives may have received from any Person or any discussions or negotiations that the Company or any of its Representatives is having, consistent with the terms of this Agreement, with respect to any Acquisition Proposal or any other proposals that could lead to an Acquisition Proposal, if, any such case of (a) through (d), the Company informs Parent of the reason for such restriction or prohibition; and provided further, that nothing in reliance on this Section 6.8 or elsewhere in this Agreement shall be construed to require the preceding sentenceCompany or its Representatives to prepare any reports, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Lawanalyses, Contract appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.8.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and Section 10.1 or the Acceptance Effective Time, the Company shall afford Parentafford, Acquisition Suband shall cause its Subsidiaries to afford, their officers, a reasonable number of their employees Parent and their its financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable AGREEMENT AND PLAN OF MERGER access during normal business hours, upon reasonable notice, to the Assets, properties, books and books, records, contractsagreements and directors, analysesmanagers, tax returnsofficers, datarepresentatives, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices customers and other facilities, properties and personnel suppliers of the Company; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, (iii) access to such documents or information would violate any obligation of confidentiality by the Company or a Subsidiary of the Company, or (iv) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 6.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets Assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consentconsent of the Company, in its sole discretionwhich consent shall not be unreasonably conditioned, withheld or delayed. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information6.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Controls Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article IX and the Acceptance (2) Effective Time, the Company shall will afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; provided, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any Trade Secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or information in reliance and its Affiliates, on the preceding sentenceone hand, it shall use and Parent and its reasonable best efforts Affiliates, on the other hand. Nothing in this Section 7.6 will be construed to communicate require the applicable information Company, any of its Subsidiaries or any of its or their respective Representatives to Parent in a way that would not violate the applicable Lawprepare any reports, Contract analyses, appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in All requests for access pursuant to this Section 7.6 shall must be construed directed to require the Company, any of its Subsidiaries ’s General Counsel or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article Article IX and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the CompanyCompany and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and its Representatives any information concerning its business, Taxes, properties or personnel (including employment terms, manuals, handbooks, policies and guidelines) as Parent may reasonably request to prepare for the Closing or the post-Closing integration, including and subject to the foregoing (a) any report, schedule and other document filed or furnished by it with the ISA and any material communication (including “comment letters”) received by the Company from the ISA in respect of such filings, and (b) internal monthly consolidated financial statements of the Company and its Subsidiaries, to the extent prepared in the ordinary course of business consistent with past practice; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default under, or give a Person third party the right to terminate or accelerate the rights under, such Contract; and provided further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to the access contemplated by this Section 5.4 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Parent and Merger Sub hereunder. In the event that the Company does not provide access or information in reliance on the first proviso in the preceding sentence, it shall use its commercially reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Parent and its Representatives shall have the right to consult on a regular basis with each of the members of the Company’s senior management team, in each case, so that Parent and Merger Sub may obtain all information concerning the business, assets or affairs of the Company as they may reasonably need to prepare for the Closing or the post-Closing integration. Subject to compliance with applicable Law, from the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall confer from time to time as requested by Parent with Parent or its Representatives to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company, as may be reasonably necessary to prepare for the Closing or the post-Closing integration. Any investigation conducted pursuant to the access contemplated by this Section 7.6 Section 5.4 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the Company’s properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other informationSection 5.4.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ultra Clean Holdings, Inc.)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company and its Subsidiaries (and the Company’s outside accountant); provided, however, provided that the Company may restrict or otherwise prohibit access to any documents or information (i) to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of to the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iii) extent that access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iviii) pursuant to mutually agreed “clean team” procedures established by the parties, to the extent that access to such documents or information could potentially be used by Parent in a Contract manner that would materially alter the competitive dynamic between Company and Parent if the Merger were not consummated; provided, further, that no information or knowledge obtained by Parent in any investigation conducted pursuant to which the access contemplated by this Section 6.8 shall affect or be deemed to modify any representation or warranty of the Company or any of its Subsidiaries is a party set forth in this Agreement or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate impair the rights under, such Contractand remedies available to Parent and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege, including, to the extent practicable, by providing such information in redacted form as necessary to preserve such a privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretionPhase 1 or Phase 2 environmental assessments or other invasive testing. The terms and conditions of the confidentiality letter agreement dated May 8, 2017 between the Company and Parent (the “Confidentiality Agreement Agreement”), shall apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.8. Nothing in this Section 7.6 6.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Access. At all times during the period commencing on from the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford ParentInvestor, Acquisition Sub, their officers, a reasonable number of their employees the Financing Sources and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives respective Representatives reasonable access during normal business hours, upon reasonable notice, to the properties, assets, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties facilities and personnel of the CompanyCompany and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, information or (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege; and provided further, work product doctrine however, that no information or other applicable privilege applicable knowledge obtained by Investor in any investigation conducted pursuant to such documents the access contemplated by this Section 6.8 shall affect or information, be deemed to modify any representation or (iv) access to a Contract to which warranty of the Company or any of its Subsidiaries is a party set forth in this Agreement or otherwise bound would violate or cause a default under, or give a Person the right terminate or accelerate impair the rights under, such Contractand remedies available to Investor and Acquisition Sub hereunder. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent Investor in a way that would not violate the any applicable Law, Contract or obligation Law or waive such a attorney-client privilege. Any investigation conducted pursuant to the access contemplated by this Section 7.6 6.8 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the terms and conditions of any applicable Lease and the Company’s reasonable security measures and insurance requirements and shall not include the right to perform Phase 1 or Phase 2 environmental assessments or other invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement and the Side Letter shall apply to any information obtained by Parent Investor, Acquisition Sub or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted their respective Representatives pursuant to the access contemplated by this Section 7.66.8. Nothing in this Section 7.6 6.8 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Omnivision Technologies Inc)
Access. At all times during the period commencing on with the date execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX VIII and the Acceptance Effective Time, the Company shall will afford ParentParent and its Representatives reasonable access, Acquisition Subconsistent with applicable Law, their officers, a reasonable number of their employees and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives reasonable access during normal business hours, upon reasonable noticeadvance notice provided in writing to the General Counsel of the Company, or another Person designated in writing by the Company, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany and its Subsidiaries, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law or Contract requires the Company to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business would violate or cause a default underpursuant to, or give a third Person the right terminate or accelerate the rights underpursuant to, such Contract. In ; (d) access would result in the event that disclosure of any trade secrets of third Persons; or (e) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company does not provide access or and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand; provided that in each case described in clauses (a) through (d) the Company shall cooperate with Parent and use its commercially reasonable efforts to develop alternative methods of providing such information in reliance on the preceding sentence, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way manner that would not violate result in any violation, default, prejudice or loss of privilege. Nothing in this Section 6.9 will be construed to require the applicable LawCompany, Contract any of its Subsidiaries or obligation any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 6.9 will be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company or and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties, or (ii) create a risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. Any access to the properties of the Company or any of and its Subsidiaries shall will be subject to the Company’s reasonable security measures and insurance requirements and shall will not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretiontesting. The terms and conditions of the Confidentiality Agreement shall Agreements will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.66.9. Nothing in All requests for access pursuant to this Section 7.6 shall 6.9 must be construed directed to require the General Counsel of the Company, any of its Subsidiaries or any Representatives of any of another person designated in writing by the foregoing to prepare any reports, analyses, appraisals, opinions or other informationCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelport Worldwide LTD)
Access. At all times during During the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance TimeInterim Period, the Company shall will use commercially reasonable efforts to afford Parent, Acquisition Sub, their officers, a reasonable number of their employees Parent and their financial advisors, business consultants, legal counsel, accountants and other agents and representatives its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the properties, books and records, contracts, analyses, tax returns, data, regulatory materials, reports, projections, plans, systems, senior management, commitments, offices and other facilities, properties records and personnel of the Company; providedCompany Group to the extent reasonably requested by Parent in furtherance of the consummation of the Merger, however, except that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (ia) any applicable Law law or regulation requires the Company Group to restrict or otherwise prohibit access to such documents or information, ; (ii) granting such access would violate any obligations of the Company or any of its Subsidiaries with respect to confidentiality to any Person or otherwise breach, contravene or violate any then effective Contract to which the Company or any of its Subsidiaries is a party, (iiib) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or ; (ivc) access to a Contract existing as of the date hereof to which the Company or any of its Subsidiaries Group is a party or otherwise bound would violate or cause a default underpursuant to, or give a third Person the right to terminate or accelerate the rights underpursuant to, such Contract. In ; or (d) access would result in the event disclosure of any trade secrets of third Persons; provided, however, that the Company does not will notify Parent in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing and the Company shall, and shall cause the Company Subsidiaries to, provide such access or disclosure of such information in reliance on the preceding sentencecases of the foregoing subsections (a) or (e) to the maximum extent possible. Nothing in this Section 7.5 will be construed to require the Company Group or any of its Representatives to prepare any reports, it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Lawanalyses, Contract appraisals, opinions or obligation or waive such a privilegeother information. Any investigation conducted pursuant to the access contemplated by this Section 7.6 shall 7.5 will be conducted in a manner that does not unreasonably interfere with the conduct of the business or operations of the Company or its Subsidiaries Group or create a risk of damage or destruction to any property or assets of the Company or any of its SubsidiariesGroup. Any access to the properties of the Company or any of its Subsidiaries shall Group will be subject to the Company’s reasonable security measures measures, health and safety measures, and insurance requirements and shall will not include the right to perform invasive testing without testing, including any air, soils or groundwater sampling, including any Phase II environmental assessments. Notwithstanding anything to the Company’s prior written consentcontrary in this Agreement, in the Company may satisfy its sole discretionobligations set forth above by electronic means if physical access is not permitted under applicable law or not practicable as a result of any COVID-19 Measure or Force Majeure Event (including COVID-19). The terms and conditions of the Confidentiality Agreement shall will apply to any information obtained by Parent or any of its financial advisors, business consultants, legal counsel, accountants and other agents and representatives Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.6. Nothing in this Section 7.6 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals, opinions or other information7.5.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)
