Confidentiality; Public Announcements Clause Samples
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Confidentiality; Public Announcements. (a) The confidentiality agreement entered into by the Parties (or their Affiliates), dated September 10, 2021, shall survive the execution and delivery of this Agreement in accordance with its terms.
(b) The Parties (each, the “Receiving Party”) hereby covenant and agree, each on behalf of itself and on behalf of its Affiliates, that from and after the date hereof, the Receiving Party and its Affiliates will not disclose, give, sell, process, use or otherwise divulge any Confidential Information (as defined below) of the other Party (the “Disclosing Party”) or permit their respective Representatives to do the same, except that each Receiving Party may disclose such Confidential Information or portions thereof (i) if legally compelled to do so or as required in connection with an examination by an insurance regulatory authority, (ii) to the extent necessary for the performance of such Receiving Party’s and its Affiliates’ obligations under this Agreement or under any other Transaction Agreement, (iii) to enforce the rights of such Receiving Party or its Affiliates under this Agreement or under any other Transaction Agreement, (iv) to those of such Receiving Party’s Affiliates, and to their respective Representatives, in each case, who need to know such information for the foregoing purposes, (v) as required under any Applicable Law, (vi) as required by a tax authority to support a position taken on any tax return or (vii) as required by the rules of any stock exchange on which the stock of a Receiving Party’s Affiliate is traded, as applicable. If the Receiving Party or its Affiliates, or any of their respective Representatives, become legally compelled to disclose any Confidential Information (other than as required in connection with an examination by an insurance regulatory authority or as required to a tax authority to support a position taken on any tax return), the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement (if permitted by Applicable Law) so that the Disclosing Party may seek a protective order or other remedy or waive compliance with this Section 16.2(b). In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with this Section 16.2(b), the Receiving Party or its Affiliates, as applicable, shall furnish only that portion of Confidential Information which is legally required to be provided and exercise its commercially reasonable efforts ...
Confidentiality; Public Announcements. (a) The Company, its Board of Directors and the Shareholders will hold in confidence all discussions and negotiations with Parent relating to the acquisition of the assets or any equity interest in the Company by Parent except for disclosure of such discussions and negotiations to its employees, legal counsel, accountants and other advisors necessary in connection with such acquisition and except for such disclosure as may be necessary pursuant to applicable securities laws or as may be required of, or advisable for, the Company's officers and directors to make in the exercise of their fiduciary duties, as advised by the Company's counsel. In addition, from the date of this Agreement until the Closing Date, the Company, the Shareholders and their respective representatives will hold in confidence and not use any information obtained from Parent that is not publicly available except for disclosures of such information to sources of financing necessary in connection with this Agreement, which disclosures shall only be made subject to a reasonable form of confidentiality agreement customary in the industry. In the event that this Agreement is terminated, all information obtained by the Company, the Shareholders and their respective Representatives from Parent that is not publicly available will be returned to Parent and will continue to be kept in confidence and not used by the Company, the Shareholders and their respective Representatives; and all information obtained by Parent and Merger Sub and their respective Representatives from the Company, and the Shareholders that is not publicly available will be returned to Company and the Shareholders, respectively, and will continue to be kept in confidence and not used by Parent and Merger Sub and their respective Representatives.
(b) (i) None of the Company or the Shareholders shall (and the Company shall not permit any of its Representatives to) issue any press release or make any public statement regarding this Agreement or the Merger, or regarding any of the other transactions contemplated by this Agreement, without Parent's prior written consent, and (ii) Parent will use reasonable efforts to consult with the Company prior to issuing any press release or making any public statement regarding the Merger.
Confidentiality; Public Announcements. This Agreement is confidential, and neither Party shall disclose the terms and conditions of this Agreement to any other Person (other than such Party’s Affiliates and its and their respective officers, directors, employees, representatives, agents, and advisors) or issue, or permit any of its Affiliates to issue, any press release or otherwise make any public statements or announcements regarding this Agreement or the transactions contemplated by this Agreement without the prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) of the other Party, except as otherwise determined to be necessary or appropriate to comply with applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Entity having jurisdiction over it or any of its Affiliates (including the Securities and Exchange Commission and the New York Stock Exchange), in which case the Party required to make such disclosure or issue such press release or public announcement shall use reasonable efforts to provide the other Party a reasonable opportunity to comment on such disclosure, press release or public announcement in advance thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall limit either Party’s (or either Party’s respective Affiliates’) rights to disclose the existence of this Agreement and the general nature of the transactions described herein on any earnings call or in similar discussions with financial media or analysts, stockholders and other members of the investment community.
Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.
Confidentiality; Public Announcements. (a) Except as required by Legal Requirements, Seller and Radiologix, on the one hand, and Buyer and Vanguard, on the other hand, shall keep this Agreement and its contents confidential and not disclose the same to any Person (except the Parties’ attorneys, accountants or other professional advisors and except to the applicable Governmental Authorities in connection with any required notification or application for approval or a license or exemption therefrom) without the prior written consent of the other Party.
(b) At all times before the Closing, Seller, on the one hand, and Buyer, on the other hand, will consult with the other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to obtain the other Party’s approval of the text of any public report, statement or release to be made on behalf of such Party. If either Party is unable to obtain the approval of its public report, statement or release from the other Party and such report, statement or release is, in the opinion of legal counsel to such Party, necessary to discharge such Party’s disclosure obligations under law, then such Party may make or issue the legally required report, statement or release and promptly furnish the other Party a copy thereof. Nothing herein shall prohibit any Party from responding to questions presented by the press or media without first obtaining prior written consent of the other Party.
Confidentiality; Public Announcements. (a) In further consideration for the payment of the Aggregate Closing Consideration, and in order to protect the value of the Equity Interests purchased by Buyer pursuant hereto (including the goodwill inherent in the Company as of the Closing), as of the Closing, each Securityholder agrees on behalf of itself and its respective controlled Affiliates (to the extent they have received Confidential Company Information) that:
(i) such Securityholder has received, had access to and, to the extent applicable, contributed to Confidential Company Information;
(ii) unless such Securityholder first secures the written consent of an authorized representative of Buyer, such Securityholder shall not use for himself, herself, itself or anyone else, and shall not disclose to others, any Confidential Company Information; and
(iii) such Securityholder shall use reasonable care to safeguard Confidential Company Information and to protect it against disclosure, misuse, espionage, loss and theft;
(b) The Buyer, Company the Securityholder Representative and each Securityholder agree that the Securityholder Representative, each Securityholder, the Company and Buyer will (i) treat and hold all Confidential Transaction Information as confidential and (ii) refrain from disclosing any Confidential Transaction Information to any Person that is not a party hereto (other than to the extent required by an applicable Order, the provisions of applicable Law, or any applicable stock exchange regulations, the performance of such party’s obligations pursuant to this Agreement or for financial reporting purposes and except that any party hereto may disclose such Confidential Transaction Information to (A) its respective employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of its respective businesses and (B) its Affiliates and shareholders, in each case of (A) and (B) so long as such Persons agrees to or are bound by contract to keep the Confidential Transaction Information confidential).
(c) Buyer acknowledges and agrees that, prior to the Closing, any and all Confidential Company Information, as well as any and all information disclosed to or obtained by Buyer or any of its Affiliates pursuant to the provisions of this Agreement, including without limitation, Section 2.03 and Section 7.06, shall constitute “Confidential Information” of the Company under and within the meaning of the Confidentiality Agreement; provided, however, th...
Confidentiality; Public Announcements. (i) The Lenders shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature...
Confidentiality; Public Announcements. None of the Sellers, the Sellers’ Representative or any of their respective representatives or Affiliates will disclose to any Person, either directly or indirectly, either this Agreement or the Ancillary Documents, or the terms and conditions of any of the foregoing, or the transactions contemplated hereby or thereby, or any Confidential information (as defined in the Confidentiality Agreement dated as of November 13, 2014 between the Buyer and the Company), in each case, unless otherwise required by applicable Laws based upon the written advice of counsel (in which case the disclosing party will provide sufficient advance written notice of such disclosure to allow the other party a reasonable time to seek temporary, interim, or permanent injunctions to such disclosure with the appropriate Governmental Authority), without the prior written consent of the Buyer; provided, that the Sellers may disclose such information (subject to confidentiality restriction at least as restrictive as the terms of this Section 7.10) to their respective directors, officers, stockholders, employees, agents, or advisors (including attorneys, accountants, and financial advisors) who or which need to know such information to consummate the transactions contemplated by this Agreement and the Ancillary Documents. Unless otherwise required by applicable Laws based upon the written advice of counsel, none of the Sellers, the Sellers’ Representative or any of their respective representatives or Affiliates will make any public announcements in respect of this Agreement or any of the Ancillary Documents, the terms and conditions of any of the foregoing or the transactions contemplated hereby or thereby, or otherwise communicate with any news media without the prior written consent of the Buyer. The Buyer may, in the Buyer’s sole discretion, make public statements and issue press releases relating to the acquisitions contemplated hereby without the consent of the Sellers or the Sellers’ Representative; provided, however, that prior to the release of any press release solely relating to the acquisitions contemplated hereby, the Buyer shall consult with the Sellers’ Representative regarding the content of such press release and shall consider any comments of the Sellers’ Representative regarding such press release in good faith.
Confidentiality; Public Announcements. Except as and to the extent required by law, no Party will disclose or use, and each Party will direct its representatives not to disclose or use, any information with respect to the transactions which are the subject of this Agreement, without the consent of the other Parties; provided, however, that the foregoing shall not restrict the Company from making any public disclosure it believes in good faith is required by applicable law, any listing or trading agreement, or FINRA or OTC Markets Group’s rules.
Confidentiality; Public Announcements. 56 12.1 Confidentiality.......................................................... 56 12.2 Public Announcements..................................................... 56