ACCESS, INFORMATION AND CONDUCT OF BUSINESS Sample Clauses

ACCESS, INFORMATION AND CONDUCT OF BUSINESS. 9.1 Access and information: From the date of this Agreement until and including the Implementation Date, Pushpay must: (a) procure that the Bidder and its Representatives are given reasonable access to: (i) the properties, books and records and senior management of the Pushpay Group, during normal business hours at mutually convenient times, on reasonable notice to Pushpay; and (ii) information about the Business reasonably requested by the Bidder or its Representatives, for the purposes of: (iii) implementing the Scheme and enabling the Bidder to prepare for the transition of ownership of the Pushpay Group to the Bidder; and (iv) any other purpose agreed between ▇▇▇▇▇▇▇ and the Bidder in writing, except to the extent that the provision of such access is prohibited by law or any confidentiality obligations owed by any member of the Pushpay Group to third parties and provided that: (v) such access shall occur in such manner as Pushpay reasonably determines to be appropriate to comply with applicable law and protect the confidentiality of the Transaction; (vi) all requests for such access shall be directed to ▇▇▇▇▇▇▇’s Chief Executive Officer, interim Chief Financial Officer or such other persons as Pushpay may designate in writing from time to time (collectively, the “Designated Contacts”); (vii) without limiting the Confidentiality Agreements: (A) other than the Designated Contacts, the Bidder is not authorised to and shall not (and shall cause its Representatives and Related Companies not to) contact any director, officer, employee, customer, supplier, distributor, landlord, lender, or other material business relation of the Business in connection with the Transaction prior to the Scheme becoming Effective without the prior written consent of ▇▇▇▇▇▇▇; and (B) the Bidder must not meet with, correspond with, or otherwise engage with, senior executives of the Pushpay Group regarding their continued employment or the terms of their continued employment after the Implementation Date without Pushpay’s prior written consent (which consent must be provided by a Non- Conflicted Director); (viii) the Bidder will focus on issues that it considers to be material and reasonably necessary; (ix) providing access or information pursuant to this clause 9.1 does not: (A) in the opinion of ▇▇▇▇▇▇▇ (acting reasonably) result in unreasonable disruptions to the Business; or (B) require Pushpay to make further disclosure to any other person or Government Agency; and (x) nothing...
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ACCESS, INFORMATION AND CONDUCT OF BUSINESS. 9.1 Access and information: From the date of this agreement until the Implementation Date, the Company must: (a) procure that Apax and its Representatives are given reasonable access to: (i) the properties, books and records and senior management of the Trade Me Group, during normal business hours, and on reasonable notice to the Company; and (ii) information about the Business reasonably requested by Apax or its Representatives, for the purposes of: (iii) implementing the Scheme and enabling Apax to prepare for the transition of ownership of the Trade Me Group to Apax; and (iv) any other purpose agreed between the Company and Apax in writing, except to the extent that the provision of such access is prohibited by law or any confidentiality obligations owed by the Trade Me Group to third parties and provided that: (v) Apax will focus on issues that it considers to be material, having regard to management commitments and the impact of information requests on the Company's Business; (vi) providing access and/or information pursuant to this clause 9.1(a) is done in a way which minimises disruption to the Company's business; and (vii) nothing in this clause 9.1 (a) will require the Company to provide information concerning its directors' and management's consideration of the Scheme or any Competing Proposal (and nothing in this clause limits Trade Me’s obligations under clause 13); (b) keep Apax updated on all material developments in its Business; and (c) provide Apax copies of papers provided to the Board (including monthly management accounts for the Trade Me Group) within three Business Days after they are provided to Board members, however, the Company may redact information from such papers to the extent it is commercially sensitive or relates to the Transaction or a Competing Proposal, provided that to the extent that any information is provided under this clause 9.1 that is not publicly available, it will be kept confidential by the recipient of that information in accordance with the confidentiality agreement referred to in clause 19.4.
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ACCESS, INFORMATION AND CONDUCT OF BUSINESS. 9.1 Access and information: From the date of this Agreement until and including the Implementation Date, Pushpay must: (a) procure that the Bidder and its Representatives are given reasonable access to: (i) the properties, books and records and senior management of the Pushpay Group, during normal business hours at mutually convenient times, on reasonable notice to Pushpay; and (ii) information about the Business reasonably requested by the Bidder or its Representatives, for the purposes of: (iii) implementing the Scheme and enabling the Bidder to prepare for the transition of ownership of the Pushpay Group to the Bidder; and (iv) any other purpose agreed between ▇▇▇▇▇▇▇ and the Bidder in writing, except to the extent that the provision of such access is prohibited by law or any confidentiality obligations owed by any member of the Pushpay Group to third parties and provided that: (v) such access shall occur in such manner as Pushpay reasonably determines to be appropriate to comply with applicable law and protect the confidentiality of the Transaction; (vi) all requests for such access shall be directed to ▇▇▇▇▇▇▇’s Chief Executive Officer or such other persons as Pushpay may designate in writing from time to time (collectively, the “Designated Contacts”); (vii) without limiting the Confidentiality Agreements:
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ACCESS, INFORMATION AND CONDUCT OF BUSINESS 
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Related to ACCESS, INFORMATION AND CONDUCT OF BUSINESS

  • Access, Information and Confidentiality (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

  • Confidential Information and Restricted Activities Employee has entered into the Company’s Employee Proprietary Information Agreement (“EPIA”) and acknowledges his or her obligations thereunder. The EPIA is specifically incorporated into this Agreement.

  • Access; Information (a) Each of PNB and Western agrees that upon reasonable notice, and subject to applicable laws relating to the exchange of information, each party shall afford the other party and the other party's officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), properties, personnel and to such other information as the requesting party may reasonably request and, during such period, the providing party shall furnish promptly to the requesting party (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws, and (ii) all other information concerning the business, properties and personnel of it as the requesting party may reasonably request. (b) Each party agrees that it will not, and will cause its representatives not to, use any information obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 6.5 (as well as any other information obtained prior to the date hereof in connection with the entering into of this Agreement) unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the providing party, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to the other party to be returned to the other party. No investigation by either party of the business and affairs of the other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.

  • Business Information C101 commercial activities (such as nature of business, goods or services, commercial contracts, etc.) C102 agreement or contract (such as trading, business, legal, or other contract agents, etc.) C103 business-related licenses (such as whether a specific license is obtained, market trading license, truck driving license, etc.)

  • Protection of Proprietary Information The Seller has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the Seller or any Seller Product. Without limiting the generality of the foregoing, no portion of the source code for any software ever owned or developed by the Seller has been disclosed or licensed to any escrow agent or other Person.