Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.18, the Company, Orca Midco and Orca shall give, and shall cause their respective Representatives to give, each of Pubco and SPAC and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Pubco and SPAC and their respective Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of the Target Companies to reasonably cooperate with each of Pubco and SPAC and their respective Representatives in their investigation; provided, however, that each of Pubco and SPAC and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (b) During the Interim Period, subject to Section 9.18, SPAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 2 contracts
Sources: Business Combination Agreement (OpSec Holdings), Business Combination Agreement (Investcorp Europe Acquisition Corp I)
Access and Information. (a) During the period from Between the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.18Effective Time, the Company, Orca Midco and Orca shall Company will give, and shall cause their respective Representatives direct its accountants and legal counsel to give, each of Pubco Purchaser and SPAC its respective authorized representatives (including, without limitation, its financial advisors, accountants and their respective Representativeslegal counsel), at all reasonable times during normal business hours and at reasonable intervals and upon reasonable advance noticetimes, reasonable access as reasonably requested to all offices and other facilities and to all employeescontracts, propertiesagreements, Contractscommitments, books and recordsrecords of or pertaining to the Company, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers promptly to furnish Purchaser with (i) such financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining with respect to the Target Companiesbusiness and properties of the Company as Purchaser may from time to time reasonably request, as and (ii) a copy of each of Pubco and SPAC and their respective Representatives may reasonably request regarding the Target Companies and their respective businessesmaterial report, assets, Liabilities, financial condition, operations, management, employees schedule and other aspects, and cause each document filed or received by the Company pursuant to the requirements of applicable securities laws or the Representatives of the Target Companies to reasonably cooperate with each of Pubco and SPAC and their respective Representatives in their investigationNASD; provided, however, that, between the date hereof and the time of first acceptance of Shares for payment under the Offer, (i) Purchaser may, with prior notice to the Company’s Chief Executive Officer, Chief Financial Officer or General Counsel, contact any employee of the Company directly, provided that each of Pubco such contact is for informational purposes only and SPAC and their respective Representatives shall conduct any such activities in such a manner as does not to unreasonably interfere with such employee’s ongoing responsibilities to the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or and (ii) access to the Transactions without Company’s offices and facilities shall only be with the sole and absolute, prior written consent of such Target Company the Company’s Chief Executive Officer, Chief Financial Officer or General Counsel (such consent provided that this Agreement shall not to be unreasonably withheldconstitute prior written consent); and, conditioned or delayed). Notwithstanding following the foregoingtime of first acceptance of Shares for payment under the Offer, the Target Companies Purchaser shall not be required restricted in any manner in contacting employees of the Company or in accessing the Company’s offices and facilities. No such access, inspections or furnishment of information shall have any adverse effect on Purchaser or Merger Sub’s ability to provide access assert that conditions to any information (i) that is prohibited from being disclosed pursuant Closing or to the terms consummation of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeOffer have not been satisfied.
(b) During the Interim Period, subject to Section 9.18, SPAC shall give, and shall cause its Representatives to give, each The Chief Financial Officer of the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal Company shall deliver to the Purchaser immediately before the close of business hours and at reasonable intervals and upon reasonable advance notice, reasonable access on the day which is six (6) business days prior to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each the then-scheduled expiration date of the Company, Orca Midco Offer and Orca or their respective Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each immediately before the close of business on the then-scheduled expiration date of the Representatives Offer, a certificate executed by such officer which sets forth the number of SPAC to reasonably cooperate with each issued and outstanding Shares as of the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each date of the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with expiration of the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeOffer.
(c) During Without limiting any other provision of this Agreement, from time to time during the Interim PeriodOffer upon the request of the Purchaser, subject immediately before the close of business on the day which is six (6) business days prior to Section 9.18, Pubco, Merger Sub I the then scheduled expiration date of the Offer and Merger Sub II shall give, and shall cause their respective Representatives to give, each immediately before the close of SPACbusiness on the expiration date of the Offer, the Company, Orca Midco Company shall inform Purchaser orally and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access in writing as to all offices and other facilities and the then-current status of satisfaction of the conditions to all employees, properties, Contracts, books and records, financial and operating data and other similar information the Offer described in paragraphs (including Tax Returns, internal working papers, client files, client Contracts and director service agreementsc), of or pertaining to Pubco(e), Merger Sub I and Merger Sub II(f), as each of SPAC(g), the Company(h), Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant and (1) on Annex A hereto. The President of the Company shall deliver to the terms Purchaser promptly following the close of business on the then-scheduled expiration date of the Offer a written confidentiality agreement with certificate executed by such officer to the effect that the conditions to the Offer specified in the immediately preceding sentence have been satisfied.
(d) Prior to the execution and delivery of this Agreement, the Company shall have delivered to the Purchaser a third partycopy of duly adopted resolutions of the Company’s Board of Directors approving the execution, delivery and performance of this Agreement and the other agreements contemplated hereby (iiincluding the Stockholders Agreement and the Stock Option Agreement) and, in each case, the disclosure transactions contemplated thereby, certified by the Secretary of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeCompany.
Appears in 2 contracts
Sources: Merger Agreement (Safenet Inc), Merger Agreement (Safenet Inc)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.17, to the Companyextent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Orca Midco each of the Company and Orca Holdings shall give, and shall cause their respective its Representatives to give, each of Pubco and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target CompaniesCompanies or Holdings, as each of Pubco and SPAC and their respective or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the Target Companies Company to reasonably cooperate with each of Pubco and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompanies or Holdings. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(b) During the Interim Period, subject to Section 9.188.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, SPAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms personally identifiable information of a written confidentiality agreement with a third party, (ii) the disclosure of party which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(c) All information provided pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement dated October 13, 2022 by and between SPAC and the Company (as amended from time to time, the “Confidentiality Agreement”).
Appears in 2 contracts
Sources: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)
Access and Information. (a) During the period from the date of this Agreement Signing Date and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 10.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.13, each of the Company, Orca Midco Pubco and Orca Merger Sub (the “Company Entities”) shall give, and shall cause their respective Representatives to give, each of Pubco HUDA and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements)information, of or pertaining to the Target Companies, Company Entities as each of Pubco and SPAC and their respective HUDA or its Representatives may reasonably request regarding the Target Companies Company Entities and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the Target Companies any Company Entity to reasonably cooperate with each of Pubco HUDA and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco HUDA and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompany Entities. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC HUDA hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company Entity regarding any Target CompanyCompany Entity, its business or the Transactions and the Ancillary Documents without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company Entities shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeprivilege or (iv) which primarily relates to the negotiations of this Agreement or the Transactions.
(b) During the Interim Period, subject to Section 9.188.13, SPAC HUDA shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca Company Entities and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements)information, of or pertaining to SPACHUDA or its Subsidiaries, as each of the Company, Orca Midco and Orca Company Entities or their respective Representatives may reasonably request regarding SPAC HUDA, its Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the HUDA’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca Company Entities and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca Company Entities and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACHUDA or any of its Subsidiaries. Notwithstanding the foregoing, SPAC HUDA shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
privilege or (civ) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant which primarily relates to the terms negotiations of a written confidentiality agreement with a third party, (ii) this Agreement or the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeTransactions.
Appears in 2 contracts
Sources: Business Combination Agreement (Hudson Acquisition I Corp.), Business Combination Agreement (Hudson Acquisition I Corp.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.16, the Company, Orca Midco and Orca Company shall give, and shall cause their respective its Representatives to give, each of Pubco Purchaser and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Pubco and SPAC and their respective Purchaser or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Representatives of the Target Companies Company to reasonably cooperate with each of Pubco Purchaser and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco Purchaser and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of PubcoPurchaser, Pubco, Pubco and Merger Sub I, Merger Sub II and SPAC hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(b) During the Interim Period, subject to Section 9.188.16, SPAC each of Purchaser, Pubco and Merger Sub shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC Purchaser and its business, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Purchaser’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser. Notwithstanding the foregoing, SPAC Purchaser shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 2 contracts
Sources: Business Combination Agreement (Vertical Aerospace Ltd.), Business Combination Agreement (Broadstone Acquisition Corp.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 8.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.185.16, the Company, Orca Midco and Orca Company shall give, and shall cause their respective its Representatives to give, each of Pubco the Purchaser and SPAC and their respective its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all officers, properties, offices and other facilities and to all employeesContracts, propertiesagreements, Contractscommitments, books and records, financial and operating data and other similar information in the Company’s or its Representatives’ possession (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Pubco and SPAC and their respective the Purchaser or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of the Target Companies to reasonably cooperate with each of Pubco the Purchaser and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco (i) the Purchaser and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II Companies and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, ii) the Target Companies shall not be required to provide access provide, or cause to be provided to, the Purchaser or any of its Representatives any information if and to the extent doing so would (1) violate any Law to which the Target Companies are subject, (2) violate any legally-binding obligation of the Target Companies as of the date hereof with respect to confidentiality, non-disclosure or privacy or (3) jeopardize protections afforded to any information (i) that is prohibited from being disclosed pursuant to Target Company under the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, client privilege or the attorney work product doctrine; provided that, in case of each of clauses (1) through (3), the Target Companies shall use reasonable best efforts to (x) provide such access as can be provided (or other legal otherwise convey such information regarding the applicable matter as can be conveyed, including, to the extent applicable, through redacting party names and/or competitively sensitive or identifiable information) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner (including, to the extent applicable, through redaction) without violating such privilege, doctrine, Contract, obligation or Law, provided that the Target Companies shall provide prompt written notice of the withholding of access or information on any such basis.
(b) During the Interim Period, subject to Section 9.185.16, SPAC the Purchaser shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all officers, properties, offices and other facilities and to all employeesContracts, propertiesagreements, Contractscommitments, books and records, financial and operating data and other similar information in the Purchaser’s or its Representatives possession (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Purchaser’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of (i) the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC Purchaser or any of its Subsidiaries and (ii) the Purchaser and its Subsidiaries shall not be required to provide access provide, or cause to be provided to, the Company or any of its Representatives any information (i) that is prohibited from being disclosed pursuant if and to the terms extent doing so would (1) violate any Law to which the Purchaser and/or any of a written confidentiality agreement with a third partyits Subsidiaries are subject, (ii2) the disclosure of which would violate any Lawlegally-binding obligation of the Purchaser or any of its Subsidiaries as of the date hereof with respect to confidentiality, non-disclosure or privacy or (iii3) jeopardize protections afforded to the disclosure Purchaser or any of which would constitute a waiver of its Subsidiaries under the attorney-client, client privilege or the attorney work product or other legal privilege.
(c) During the Interim Perioddoctrine; provided that, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, in case of each of SPACclauses (1) through (3), the CompanyPurchaser and its Subsidiaries shall use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed, Orca Midco including through the redaction of party names and/or other sensitive competitive information) without violating such privilege, doctrine, Contract, obligation or Law and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar (y) provide such information in a manner (including Tax Returnsthrough the redaction of party names and/or other sensitive competitive information) without violating such privilege, internal working papersdoctrine, client filesContract, client Contracts and director service agreements)obligation or Law, of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, provided that the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II Purchaser and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each Subsidiaries shall provide prompt written notice of the Representatives withholding of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct access or information on any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegebasis.
Appears in 1 contract
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.16, each of the Company, Orca Midco Company and Orca Pubco shall give, and shall cause their respective its Representatives to give, each of Pubco Purchaser and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target CompaniesCompanies or Pubco, as each of Pubco and SPAC and their respective Purchaser or its Representatives may reasonably request regarding the Target Companies or Pubco and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Representatives of the Target Companies Company and Pubco to reasonably cooperate with each of Pubco Purchaser and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco Purchaser and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompanies or Pubco. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC Purchaser hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(b) During the Interim Period, subject to Section 9.188.16, SPAC Purchaser shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC Purchaser and its business, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Purchaser’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser. Notwithstanding the foregoing, SPAC Purchaser shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Business Combination Agreement (Kismet Acquisition One Corp)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Share Acquisition Closing (the “Interim Period”), subject to Section 9.188.16, to the Companyextent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Orca Midco each of the Company and Orca Holdings shall give, and shall cause their respective its Representatives to give, each of Pubco Purchaser and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target CompaniesCompanies or Holdings, as each of Pubco and SPAC and their respective Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of the Target Companies to reasonably cooperate with each of Pubco and SPAC and their respective Representatives in their investigation; provided, however, that each of Pubco Purchaser and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompanies or Holdings and shall be conducted in compliance with all measures implemented by Governmental Authorities with respect to COVID-19. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC Purchaser hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(b) During the Interim Period, subject to Section 9.188.16, SPAC to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Purchaser shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC Purchaser and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser. Notwithstanding the foregoing, SPAC Purchaser shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(c) During the Interim Period, All information provided pursuant to this Section 8.1 shall be subject to Section 9.18the confidentiality agreement dated November 7, Pubco2021 by and between Purchaser, Merger Sub I Kabanga Nickel Ltd and Merger Sub II shall give, and shall cause their respective Representatives Lifezone Ltd (as amended from time to give, each of SPACtime, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements“Confidentiality Agreement”), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Business Combination Agreement (GoGreen Investments Corp)
Access and Information. (a) During the period from the date of this Agreement Effective Date and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.14, each of the Company, Orca Midco Pubco and Orca Merger Sub (collectively with the Target Companies, the “Company Entities”) shall give, and shall cause their respective Representatives to give, each of Pubco DMAC and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, Company Entities as each of Pubco and SPAC and their respective DMAC or its Representatives may reasonably request regarding the Target Companies Company Entities and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the Target Companies any Company Entity to reasonably cooperate with each of Pubco DMAC and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco DMAC and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompany Entities. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC DMAC hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company Entity regarding any Target CompanyCompany Entity, its business or the Transactions and the Ancillary Documents without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company Entities shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(b) During the Interim Period, subject to Section 9.188.14, SPAC DMAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca Company Entities and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACDMAC or its Subsidiaries, as each of the Company, Orca Midco and Orca Company Entities or their respective Representatives may reasonably request regarding SPAC DMAC, its Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the DMAC’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca Company Entities and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca Company Entities and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACDMAC or any of its Subsidiaries. Notwithstanding the foregoing, SPAC DMAC shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Business Combination Agreement (Deep Medicine Acquisition Corp.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.19, to the Companyextent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Orca Midco each of HMI and Orca Holdings shall give, and shall cause their respective its Representatives to give, each of Pubco MGO and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target CompaniesHMI Companies or Holdings, as each of Pubco and SPAC and their respective MGO or its Representatives may reasonably request regarding the Target HMI Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the Target Companies HMI to reasonably cooperate with each of Pubco MGO and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco MGO and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesHMI Companies or Holdings. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC MGO hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target HMI Company regarding any Target HMI Company, its business or the Transactions without the prior written consent of such Target Company HMI (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies HMI shall not be required to provide access to any information (i) that is personally identifiable information of a Third Party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third partyThird Party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(b) During the Interim Period, subject to Section 9.188.19, SPAC to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, MGO shall give, and shall cause its Representatives to give, each of the Company, Orca Midco HMI and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACMGO, as each of the Company, Orca Midco and Orca HMI or their respective its Representatives may reasonably request regarding SPAC MGO and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of SPAC MGO to reasonably cooperate with each of the Company, Orca Midco HMI and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco HMI and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACMGO. Notwithstanding the foregoing, SPAC MGO shall not be required to provide access to any information (i) that is personally identifiable information of a Third Party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third partyThird Party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(c) During the Interim Period, All information provided pursuant to this Section 8.1 shall be subject to Section 9.18the Confidentiality Agreement, Pubcodated December 1, Merger Sub I 2023, by and Merger Sub II shall give, between MGO and shall cause their respective Representatives HMI (as amended from time to give, each of SPACtime, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements“Confidentiality Agreement”), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Access and Information. (a) During the period from From the date of this Agreement and continuing hereof until the Closing Date (or earlier of the termination of this Agreement in accordance with Section 12.1 or the Second Merger Closing (the “Interim Period”terms hereof), subject to Section 9.18any applicable Law and subject to any applicable privileges (including the attorney-client privilege), the Company, Orca Midco and Orca shall givetrade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Seller shall cause their respective (i) afford Buyer and its Representatives to givereasonable access, each of Pubco and SPAC and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance noticehours, reasonable access to all offices and other facilities and to all employees, properties, Contracts, the books and records, offices and properties of the Company, including, but not limited to, for the purposes of performing a non-invasive environmental assessment and limited environmental compliance review of the Company Assets, and (ii) furnish to Buyer such additional financial and operating other data and information regarding the Company and the Rio Bravo Pipeline System as Buyer may from time to time reasonably request. Any such access or requests shall (A) be supervised by such Persons as may be designated by Seller and (B) be conducted in such a manner so as not to interfere with any of the business or operations of Seller or the Company and shall not contravene any applicable Law. In no event shall the auditors and independent accountants of Seller, the Company or their respective Affiliates be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If requested by Seller, Buyer shall enter into a customary joint defense agreement with Seller and the Company with respect to any information to be provided to Buyer pursuant to this Section 6.1(a).
(b) From and after the Closing, in connection with any reasonable business purpose, including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other similar information documents related to Tax matters and the handling or administration of any Tax audit, examination or other administrative or judicial proceeding relating to Taxes and (iii) the determination of any matter relating to the rights or obligations of Seller and its Affiliates under this Agreement or any other Transaction Document (including Tax Returnsmatters contemplated by Section 2.7), internal working paperssubject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, client upon reasonable prior notice, Buyer shall (A) afford Seller and its Affiliates reasonable access, during normal business hours, to the books, data, files, client Contracts information and director service agreementsrecords of Buyer and its Affiliates in respect of the Company (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), of or pertaining (B) furnish to Seller and its Affiliates such additional financial and other information regarding the Target Companies, Company as each of Pubco and SPAC and their respective Representatives Seller may from time to time reasonably request regarding (including, for the Target Companies and their respective businessesavoidance of doubt, assets, Liabilities, financial condition, operations, management, employees Tax Returns and other aspectsinformation and documents relating to Tax matters) and (C) make available to Seller and its Affiliates the employees of Buyer and its Affiliates whose assistance, expertise, testimony, notes and cause each recollections or presence is necessary to assist Seller in connection with Seller’s inquiries for any of the Representatives of the Target Companies purposes referred to reasonably cooperate with each of Pubco and SPAC and their respective Representatives in their investigationthis Section 6.1(b); provided, however, that each of Pubco and SPAC and their respective Representatives such access or request shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Buyer or any of its Affiliates. In no event shall the Target Companiesauditors and independent accountants of Buyer or its Affiliates be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. Each If so reasonably requested by Buyer, Seller shall and, to the extent applicable, shall cause its Affiliates to enter into a customary joint defense agreement with any one or more of Pubco, Pubco, Merger Sub I, Merger Sub II Buyer and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide access Affiliates with respect to any information (i) that is prohibited from being disclosed to be provided to Seller pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegethis Section 6.1(b).
(b) During the Interim Period, subject to Section 9.18, SPAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Omnibus Agreement (NextDecade Corp.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 7.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.185.16, the Company, Orca Midco and Orca Company shall give, and shall cause their respective its Representatives to give, each of Pubco the Purchaser and SPAC and their respective its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working paperspapers (other than any confidential information in respect of Taxes), client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Pubco and SPAC and their respective the Purchaser or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of the Target Companies to reasonably cooperate with each of Pubco the Purchaser and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco the Purchaser and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(b) During the Interim Period, subject to Section 9.185.16, SPAC the Purchaser shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working paperspapers (other than any confidential information in respect of Taxes), client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Purchaser’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to Purchaser or any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeits Subsidiaries.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Agreement and Plan of Merger (AMCI Acquisition Corp.)
Access and Information. From and after the Closing, in connection with any reasonable business purpose, including (ai) During in response to the period from request or at the date direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of the P66 Parties and their respective Affiliates and P66 Operator under this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Second Merger Closing (the “Interim Period”)any other Transaction Document, subject to Section 9.18any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Company, Orca Midco and Orca shall give, and shall cause their respective Representatives to give, each of Pubco and SPAC and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance prior notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information Enbridge shall (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to A) afford the Target Companies, as each of Pubco and SPAC P66 Parties and their respective Representatives reasonable access, during normal business hours, to the books, data, files, information and records of Enbridge and its Affiliates in respect of the GOH Companies (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to the P66 Parties such additional financial and other information regarding the GOH Companies as the P66 Parties may from time to time reasonably request regarding (for the Target Companies avoidance of doubt, including Tax Returns and other information and documents relating to Tax matters, and excluding any consolidated, affiliated, unitary or similar Tax Returns of Enbridge or employment records) and (C) make available to the P66 Parties the employees of Enbridge and its Affiliates (or, if applicable, any replacement manager or operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the P66 Parties, their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of the Target Companies to reasonably cooperate with each of Pubco and SPAC and Affiliates or their respective Representatives in their investigationconnection with the P66 Parties’ or such Affiliates’ inquiries for any of the purposes referred to in this Section 8.1; provided, however, that each of Pubco and SPAC and their respective Representatives such access or request shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Enbridge or any of its Affiliates. In no event shall the Target Companies. Each auditors and independent accountants of Pubco, Pubco, Merger Sub I, Merger Sub II Enbridge or its Affiliates be obligated to make any work papers available to any Person unless and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of until such Target Company (Person has signed a customary confidentiality and hold harmless agreement relating to such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant work papers in form and substance reasonably acceptable to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, such auditors or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeindependent accountants.
(b) During the Interim Period, subject to Section 9.18, SPAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Merger Agreement (Phillips 66)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.13, the Company, Orca Midco and Orca Company shall give, and shall cause their respective its Representatives to give, each of Purchaser, Pubco and SPAC and their respective Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Purchaser, Pubco and SPAC and or their respective Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of the Target Companies to reasonably cooperate with each of Purchaser, Pubco and SPAC and their respective Representatives in their investigation; provided, however, that each of Purchaser, Pubco and SPAC and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(b) During the Interim Period, subject to Section 9.188.13, SPAC each of Purchaser and Pubco shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca Purchaser or Pubco or their respective Subsidiaries, as the Company or its Representatives may reasonably request regarding SPAC Purchaser, Pubco, their respective Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the their respective Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoingPurchaser, SPAC shall not be required to provide access to Pubco or any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeSubsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (Draper Oakwood Technology Acquisition Inc.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 10.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.13, each of the Company, Orca Midco Pubco and Orca Merger Sub shall give, and shall cause their respective its Representatives to give, each of Pubco the Purchaser and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, Pubco, Merger Sub as each of Pubco and SPAC and their respective the Purchaser or its Representatives may reasonably request regarding the Target Companies Companies, Pubco or Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the Target Companies Company, Pubco and Merger Sub to reasonably cooperate with each of Pubco the Purchaser and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco the Purchaser and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Pubco or Merger Sub Ior to create a risk of damage or destruction to any property or assets of the Target Companies, Pubco or Merger Sub; provided further that the Company, Pubco and Merger Sub II and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor may restrict or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide otherwise prohibit access to any documents or information to the extent that (i) that is prohibited from being disclosed pursuant any applicable Law requires the Company, Pubco or Merger Sub to the terms of a written confidentiality agreement with a third partyrestrict or otherwise prohibit access to such documents or information, (ii) the disclosure access to such documents or information would give rise to a risk of which would violate waiving any Lawattorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) access to a Contract to which the disclosure Target Companies, Merger Sub or Pubco is a party or otherwise bound would violate or cause a default under, or give a third person the right terminate or accelerate the rights under, such Contract; provided further that in the event that the Company, Merger Sub or Pubco does not provide access or information in reliance on the preceding proviso, it shall use its commercially reasonable efforts to communicate the applicable information to Purchaser in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any access to the properties of which would constitute a waiver the Target Companies, Merger Sub or Pubco shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, surface, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Nothing in this Section 8.1 shall be construed to require the Company, Merger Sub or Pubco of attorney-clientany of the foregoing to prepare any reports, attorney work product analyses, appraisals, opinions or other legal privilegeinformation.
(b) During the Interim Period, subject to Section 9.188.13, SPAC the Purchaser shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca Pubco or Merger Sub and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as each of the Company. Pubco, Orca Midco and Orca Merger Sub or their respective Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Purchaser’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Pubco and Orca Merger Sub and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to Purchaser or any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeits Subsidiaries.
(c) During Purchaser shall not, during the Interim Period, subject to Section 9.18contact any employee (other than executive officers), Pubcocustomer, Merger Sub I supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the transactions contemplated by this Agreement and Merger Sub II shall give, and shall cause their respective Representatives to give, each the Ancillary Documents without the prior written consent of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Business Combination Agreement (East Stone Acquisition Corp)
Access and Information. (a) During the period from the date of this Agreement Effective Date and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.14, each of the Company, Orca Midco Pubco and Orca Merger Sub (collectively with the Target Companies, the “Company Entities”) shall give, and shall cause their respective Representatives to give, each of Pubco JWAC and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, Company Entities as each of Pubco and SPAC and their respective JWAC or its Representatives may reasonably request regarding the Target Companies Company Entities and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the Target Companies any Company Entity to reasonably cooperate with each of Pubco JWAC and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco JWAC and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompany Entities. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC JWAC hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company Entity regarding any Target CompanyCompany Entity, its business or the Transactions and the Ancillary Documents without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company Entities shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(b) During the Interim Period, subject to Section 9.188.14, SPAC JWAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca Company Entities and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACJWAC or its Subsidiaries, as each of the Company, Orca Midco and Orca Company Entities or their respective Representatives may reasonably request regarding SPAC JWAC, its Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the JWAC’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca Company Entities and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca Company Entities and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACJWAC or any of its Subsidiaries. Notwithstanding the foregoing, SPAC JWAC shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Business Combination Agreement (Jupiter Wellness Acquisition Corp.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 7.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.185.15, the Company, Orca Midco and Orca Company shall give, and shall cause their respective direct its Representatives to give, each of Pubco the Purchaser and SPAC and their respective its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all appropriate officers and employees, and to respective properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Pubco and SPAC and their respective the Purchaser or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and cause independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Company’s Representatives of the Target Companies to reasonably cooperate with each of Pubco the Purchaser and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco the Purchaser and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required to provide Company may restrict or otherwise prohibit access to any documents or information (i) that is prohibited from being disclosed pursuant to the terms extent that (a) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (b) access to such documents would be in violation of a written confidentiality agreement with a third partythe HSR Act, (ii) the disclosure of which would violate any Law▇▇▇▇▇▇▇ Act, or any applicable non-U.S. antitrust or competition laws; (iiic) the disclosure access to such documents or information would give rise to a material risk of which would constitute a waiver of waiving any attorney-clientclient privilege, attorney work product doctrine or other similar privilege applicable to such documents or information; or (d) such documents or information are reasonably pertinent to any adverse legal privilegeproceeding between the Company and its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand. Nothing in this Section 5.1 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, statements, analyses, appraisals, opinions or other information not otherwise prepared in the ordinary course of business.
(b) During the Interim Period, subject to Section 9.185.15, SPAC the Purchaser shall give, and shall cause direct its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all appropriate officers and employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its businesstheir respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspectsaspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and cause independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and direct each of the Purchaser’s Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe Purchaser or any of its Subsidiaries. Notwithstanding the foregoing, SPAC shall not be required to provide the Purchaser may restrict or otherwise prohibit access to any documents or information (i) that is prohibited from being disclosed pursuant to the terms extent that (a) any applicable Law requires the Purchaser to restrict or otherwise prohibit access to such documents or information; (b) access to such documents would be in violation of a written confidentiality agreement with a third partythe HSR Act, (ii) the disclosure of which would violate any Law▇▇▇▇▇▇▇ Act, or (iii) the disclosure of which would constitute a waiver of attorneyany applicable non-client, attorney work product U.S. antitrust or other legal privilege.
competition laws; (c) During access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other similar privilege applicable to such documents or information; or (d) such documents or information are reasonably pertinent to any adverse legal proceeding between the Interim PeriodCompany and its Affiliates, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall giveon the one hand, and shall cause Purchaser and its Affiliates, on the other hand. Nothing in this Section 5.1 will be construed to require the Purchaser, any of its Subsidiaries or any of their respective Representatives to giveprepare any reports, each of SPACstatements, the Companyanalyses, Orca Midco and Orca and their respective Representativesappraisals, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product opinions or other legal privilegeinformation not otherwise prepared in the ordinary course of business.
Appears in 1 contract
Sources: Merger Agreement (Industrial Tech Acquisitions II, Inc.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.18, the Company, Orca Midco and Orca shall giveTarget Companies shall, and shall cause their respective Representatives Subsidiaries and representatives to, afford to give, each of Pubco and SPAC and their respective Representativesits accountants, at counsel and other representatives reasonable times access, during normal business hours and at reasonable intervals and upon with reasonable advance notice, reasonable access in such a manner as to not materially interfere with the ordinary course of business of the Target Company Group, and solely for purposes in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, to all offices of their respective properties (other than for purposes of performing any testing, sampling or other invasive analysis of any properties, facilities or equipment of the Target Companies or any of their respective Subsidiaries, which would require the prior consent of either Target Company), books (including, but not limited to, Tax Returns and other facilities work papers of, and correspondence with, the Target Company Group’s independent auditors, in each case to all employees, propertiesthe extent relating to the Business), Contracts, books commitments, records and recordsappropriate officers and employees of the Target Company Group, and shall furnish such representatives with all financial and operating data and other similar information (including Tax Returnsconcerning the Business, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companiesextent then available, as each of Pubco and SPAC and their respective Representatives such representatives may reasonably request regarding request, except, in each case, to the extent that the Target Companies and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of reasonably determine that providing such access or data or information would (a) unreasonably disrupt the Representatives of the Target Companies to reasonably cooperate with each of Pubco and SPAC and their respective Representatives in their investigation; provided, however, that each of Pubco and SPAC and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or normal operations of the Target Companies. Each Company Group, (b) violate any contractual, fiduciary or legal duty or obligation to which any member of Pubcothe Target Company Group is subject (provided, Pubcothat, Merger Sub Ito the extent possible, Merger Sub II the Parties shall cooperate in good faith to permit disclosure of such information in a manner that complies with such duty or obligation), (c) result in the loss of the ability of any member of the Target Company Group to assert successfully or seek the application of attorney-client privilege or the work-product doctrine or (d) result in the disclosure of information reasonably pertinent to any Action in which any member of the Target Company Group or any of their respective Affiliates, on the one hand, and SPAC hereby agree thator any of its Affiliates, during on the other hand, are adverse parties. During the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies shall not be required as promptly as practicable provide to provide access to SPAC any information (i) that is prohibited from being disclosed pursuant to the terms notices of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product default or other legal privilege.
(b) During the Interim Period, subject violations received from any counterparty to Section 9.18, a Real Property Lease. All information obtained by SPAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed representatives pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, this Section 7.2 shall be subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilegeConfidentiality Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Everest Consolidator Acquisition Corp)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.189.17, to the Companyextent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Orca Midco each of the Company and Orca Holdings shall give, and shall cause their respective its Representatives to give, each of Pubco and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target CompaniesCompanies or Holdings, as each of Pubco and SPAC and their respective or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the Target Companies Company to reasonably cooperate with each of Pubco and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompanies or Holdings. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(b) During the Interim Period, subject to Section 9.189.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, SPAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms personally identifiable information of a written confidentiality agreement with a third party, (ii) the disclosure of party which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(c) All information provided pursuant to this Section 9.1 shall be subject to the Confidentiality Agreement dated January 22, 2023 by and between SPAC and the Company (as amended from time to time, the “Confidentiality Agreement”).
Appears in 1 contract
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 9.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.186.18, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, the Company, Orca Midco and Orca shall giveCompany shall, and shall cause their respective Representatives to give, each of Pubco its Subsidies and its and their Representatives to, give to SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies, as each of Pubco and SPAC and their respective or its Representatives may reasonably request regarding the Target Companies and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the Target Companies Company to reasonably cooperate with each of Pubco and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(b) During the Interim Period, subject to Section 9.186.18, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, the SPAC Parties shall give, and shall cause its their Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe SPAC Parties, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding the SPAC Parties and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the SPAC Parties to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, the SPAC Parties shall not be required to provide access to any information (i) that is personally identifiable information of a third party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilege, or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(c) During the Interim Period, All information provided pursuant to this Section 6.1 shall be subject to Section 9.18the Confidentiality Agreement effective as of August 16, Pubco2024, Merger Sub I by and Merger Sub II shall give, between SPAC and shall cause their respective Representatives the Company (as amended from time to give, each of SPACtime, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements“Confidentiality Agreement”), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Business Combination Agreement (Athena Technology Acquisition Corp. II)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 9.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.187.18, to the Companyextent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Orca Midco each of One Blockchain and Orca Holdings, shall give, and shall cause their respective its Representatives to give, each of Pubco SGN and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target CompaniesOne Blockchain or Holdings, as each of Pubco and SPAC and their respective SGN or its Representatives may reasonably request regarding the Target Companies One Blockchain or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the Target Companies One Blockchain and Holdings to reasonably cooperate with each of Pubco SGN and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco SGN and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesOne Blockchain or Holdings. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC SGN hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company One Blockchain or Holdings regarding any Target CompanyOne Blockchain, its business or the Transactions without the prior written consent of such Target Company One Blockchain (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies One Blockchain shall not be required to provide access to any information (i) that is personally identifiable information of a Third Party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third partyThird Party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(b) During the Interim Period, subject to Section 9.187.18, SPAC to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, SGN shall give, and shall cause its Representatives to give, each of the CompanyOne Blockchain, Orca Midco and Orca Holdings and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACSGN, as each of the CompanyOne Blockchain, Orca Midco and Orca Holdings or their respective its Representatives may reasonably request regarding SPAC SGN and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of SPAC SGN to reasonably cooperate with each of the CompanyOne Blockchain, Orca Midco Holdings and Orca and their respective its Representatives in their investigation; provided, however, that each of the CompanyOne Blockchain, Orca Midco Holdings and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACSGN. Notwithstanding the foregoing, SPAC SGN shall not be required to provide access to any information (i) that is personally identifiable information of a Third Party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third partyThird Party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(c) During the Interim Period, All information provided pursuant to this Section 7.1 shall be subject to Section 9.18the Confidentiality Agreement, Pubcodated March 31, Merger Sub I 2025, by and Merger Sub II shall give, between SGN and shall cause their respective Representatives One Blockchain (as amended from time to give, each of SPACtime, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements“Confidentiality Agreement”), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
Appears in 1 contract
Sources: Business Combination Agreement (Signing Day Sports, Inc.)
Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 12.1 11.1 or the Second Merger Closing (the “Interim Period”), subject to Section 9.188.17, to the Companyextent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, Orca Midco each of the Company and Orca PubCo shall give, and shall cause their respective its Representatives to give, each of Pubco and SPAC and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target CompaniesCompanies or PubCo, as each of Pubco and SPAC and their respective or its Representatives may reasonably request regarding the Target Companies or PubCo and their respective businesses, assets, Liabilities, Tax affairs, financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of the Target Companies Company to reasonably cooperate with each of Pubco and SPAC and their respective its Representatives in their investigation; provided, however, that each of Pubco and SPAC and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target CompaniesCompanies or PubCo. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agree agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of such Target the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Target Companies Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(b) During the Interim Period, subject to Section 9.188.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, SPAC shall give, and shall cause its Representatives to give, each of the Company, Orca Midco Company and Orca and their respective its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as each of the Company, Orca Midco and Orca Company or their respective its Representatives may reasonably request regarding SPAC and its business, assets, Liabilities, Tax affairs financial condition, operations, management, employees and other aspects, aspects and cause each of the Representatives of SPAC to reasonably cooperate with each of the Company, Orca Midco Company and Orca and their respective its Representatives in their investigation; provided, however, that each of the Company, Orca Midco Company and Orca and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms personally identifiable information of a written confidentiality agreement with a third party, (ii) the disclosure of party which would violate any Law, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.
(c) During the Interim Period, subject to Section 9.18, Pubco, Merger Sub I and Merger Sub II shall give, and shall cause their respective Representatives to give, each of SPAC, the Company, Orca Midco and Orca and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Pubco, Merger Sub I and Merger Sub II, as each of SPAC, the Company, Orca Midco and Orca or their respective Representatives may reasonably request regarding Pubco, Merger Sub I and Merger Sub II and its business, assets, Liabilities, financial condition, operations, management, employees and other aspects, and cause each of the Representatives of Pubco, Merger Sub I and Merger Sub II to reasonably cooperate with each of SPAC, the Company, Orca Midco and Orca and their respective Representatives in their investigation; provided, however, that each of SPAC, the Company, Orca Midco and Orca and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub I and Merger Sub II. Notwithstanding the foregoing, Pubco, Merger Sub I and Merger Sub II shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would constitute a waiver jeopardize the protection of attorney-client, attorney work product or other legal privilegeprivilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).
(c) During the Interim Period, each of the Company and SPAC shall, and shall cause their respective Representatives to, reasonably cooperate in a timely manner in connection with any financing arrangement the Parties mutually agree to seek in connection with the transactions contemplated by this Agreement (including, in connection with the PIPE Investment), including, (i) by providing such information and assistance as the other Party may reasonably request, (ii) granting such access to the other Party and its Representatives as may be reasonably necessary to facilitate due diligence by any investor, and (iii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other Representatives of the Company at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, SPAC or their respective Representatives.
(d) All information provided pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement dated May 14, 2025 by and between SPAC and the Company (as amended from time to time, the “Confidentiality Agreement”).
Appears in 1 contract
Sources: Business Combination Agreement (Inflection Point Acquisition Corp. III)