Common use of Access to Information; Confidentiality and Use of Information Clause in Contracts

Access to Information; Confidentiality and Use of Information. (a) Each Investor Nominee shall be entitled to the same access to the offices, properties, books and records of the Company and its Subsidiaries and such financial and operating data and other information relating to the Company or any of its Subsidiaries as the other members of the Board, in each case, as Investor Nominee may reasonably request in connection with his or her role as a director. Each Investor Nominee may share such information received with Investor Anchor and Investor Anchor’s Representatives, as applicable, in accordance with Section 4.6(c). (b) Except to the extent expressly contemplated by Section 4.6(c), upon Investor’s reasonable request in writing, the Company shall, and shall cause its Subsidiaries to, provide to Investor Anchor financial statements, data and other information relating to the Company or any of its Subsidiaries in connection with the preparation by Investor Anchor of financial statements of Investor Parent or any of its Controlled Affiliates as required by applicable Law and/or International Financial Reporting Standards. Notwithstanding anything to the contrary in this Section 4.6, the Parties hereby acknowledge and agree that the Company and its Subsidiaries shall (x) only be required to provide information to the extent then-available to the Company and its Subsidiaries, and (y) not be required to provide financial statements, data or calculations prepared in accordance with the International Financial Reporting Standards. (c) To the extent permitted by applicable Law (including any applicable fiduciary duties), but notwithstanding anything set forth in the Company Governance Guidelines, each Investor Nominee may, if and to the extent he or she desires to do so, disclose any non-privileged information he or she obtains while serving as an Investor Nominee with Investor Anchor and its Representatives in accordance with Section 4.6(d) in connection with the investment in the Company by Investor, Investor Parent and their respective Controlled Affiliates and Representatives to the extent necessary to prepare financial statements and securities filings and to otherwise manage Investor’s investment in the Company. (d) Investor and Investor Parent shall, and shall instruct its and their respective officers, directors, employees, accountants, counsel, consultants and other agents and advisors (“Representatives”) to, treat as confidential, and not to use, any and all confidential, non-public or proprietary information, know-how, knowledge and data (irrespective of the form of communication, and irrespective of whether obtained prior to or after the date hereof or whether pursuant to this Agreement or otherwise) to the extent relating to the Company or any of its Subsidiaries provided by, or on behalf of, the Company, any of its Subsidiaries or their respective Representatives to Investor, Investor Parent or any of its Representatives pursuant to Section 4.6(a) and Section 4.6(b) (collectively, “Confidential Information”); provided, that Investor and its Affiliates may use Confidential Information in connection with their respective investment in the Company, including to the extent necessary to prepare financial statements and securities filings; provided, further, that Confidential Information will not include any information that (A) is or becomes public knowledge other than as a result of any breach or violation of this Agreement, (B) is disclosed to Investor, its Affiliates or its or their respective Representatives by a third party not known by Investor, after reasonable inquiry, to be in violation of a non-disclosure obligation (or any other contractual, legal or fiduciary obligation of confidentiality) to the Company by making such disclosure, (C) is already in the possession of Investor, its Affiliates or its or their respective Representatives prior to such information being furnished to Investor, its Affiliates or its or their respective Representatives without violation of any obligations hereunder (and the source of such information was not known by Investor, after reasonable inquiry, to be in violation of a non-disclosure obligation (or any other contractual, legal or fiduciary obligation of confidentiality) to the Company by making such disclosure), (D) is independently developed by Investor, Investor Parent, or any of their respective Controlled Affiliates or Representatives without reference to or use of the Confidential Information, or (E) is approved in writing by the Company for disclosure to Investor, Investor Parent, or any of their respective Controlled Affiliates or Representatives (as applicable). (e) If Investor Anchor is requested or required by oral questions, interrogatories, requests for information of documents, subpoenas, civil investigative demand or similar process by any Governmental Entity or pursuant to Law to disclose or provide any Confidential Information, the Person that received such request or demand or is subject to such requirement shall, to the extent permitted by applicable Law, provide the Company with prior written notice thereof promptly after receipt of such request and the terms and circumstances surrounding such request so that the Company may seek a protective order or other appropriate remedy. Each party agrees to cooperate with the other party in connection with seeking any such order or other appropriate remedy. If such protective order is not promptly obtained, and the Person that received such request or demand is required, as advised by legal counsel, to disclose Confidential Information pursuant to applicable Law, such Person shall (a) furnish only that portion of the Confidential Information that such counsel advises is legally required to be disclosed and (b) exercise reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to the Confidential Information. Notwithstanding the foregoing, the Person that received such request or demand or is subject to such requirement may disclose Confidential Information, and the foregoing notice and other actions shall not be required, where such disclosure is required in connection with an audit, review or examination by a governmental regulatory or self-regulatory authority of competent jurisdiction that is not targeted at, and does not specifically reference, the Company, any of its Affiliates, the Confidential Information, or the Transactions. (f) Investor, on behalf of itself, each Investor Participant, and each of their respective Affiliates, acknowledges and agrees that Investor, each Investor Participant and their respective Affiliates are aware, and will advise any Investor Nominee, any of their respective Representatives, and any other entity or Person who receives Confidential Information pursuant to Section 4.6 or otherwise, that applicable securities Laws prohibit any Person who has received material, non-public information from purchasing or selling securities on the basis of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities, in each case unless in compliance with such Laws.

Access to Information; Confidentiality and Use of Information. (a) Each For so long as Investor Nominee together with the Controlled Affiliates collectively Beneficially Owns more than the 5% Threshold, the Company shall, and shall be entitled cause each of its Subsidiaries to the same (i) give all Holders that are Controlled Affiliates and their respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company and its Subsidiaries and (ii) furnish all Holders that are Controlled Affiliates and their respective Representatives such financial and operating data and other information relating to the Company or any of its Subsidiaries as the other members of the BoardSubsidiaries, in each case, as Investor Nominee such Holders that are Controlled Affiliates may reasonably request in connection with his the preparation and review of their financial statements, financial reporting, tax reporting and securities filings, provided that the Company may restrict the foregoing access and the disclosure of information pursuant to this Section 4.8(a) to the extent that (A) in the reasonable good faith judgment of the Company, any applicable Law requires the Company or her role as its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable good faith judgment of the Company, the information is subject to confidentiality obligations to a director. Each Investor Nominee may share third party, (C) disclosure of any such information received with Investor Anchor and Investor Anchoror document would reasonably be expected to result in the loss of attorney-client privilege or (D) in the reasonable good faith judgment of the Company, disclosure of any such information or document would reasonably be expected to compromise the Company’s Representatives, as applicablecompetitive position or make available sensitive commercial information to a competitor of the Company (including those matters for which recusal is required pursuant to Section 4.8(c)); provided that, in accordance the circumstances described in each of the foregoing clauses (A) through (D), the Parties will use commercially reasonable efforts to make, to the extent practicable, reasonable and appropriate substitute disclosure arrangements in a manner that is consistent with Section 4.6(cclauses (A) through (D). (b) Except to From and after the extent expressly contemplated by Section 4.6(c)Closing, upon Investor’s reasonable request in writing, the Company each Holder agrees that it (i) shall, and shall cause its Subsidiaries to, provide to Investor Anchor financial statements, data and other information relating to the Company or any of its Subsidiaries in connection with the preparation by Investor Anchor of financial statements of Investor Parent or any of its Controlled Affiliates as required by applicable Law and/or International Financial Reporting Standards. Notwithstanding anything to the contrary in this Section 4.6, the Parties hereby acknowledge and agree that the Company Nominee and its Subsidiaries shall (x) only be required to provide information to the extent then-available to the Company and its Subsidiaries, and (y) not be required to provide financial statements, data or calculations prepared in accordance with the International Financial Reporting Standards. (c) To the extent permitted by applicable Law (including any applicable fiduciary duties), but notwithstanding anything set forth in the Company Governance Guidelines, each Investor Nominee may, if and to the extent he or she desires to do so, disclose any non-privileged information he or she obtains while serving as an Investor Nominee with Investor Anchor and its Representatives in accordance with Section 4.6(d) in connection with the investment in the Company by Investor, Investor Parent and their respective Controlled Affiliates and Representatives to the extent necessary to prepare financial statements and securities filings and to otherwise manage Investor’s investment in the Company. (d) Investor and Investor Parent shall, and shall instruct its and their respective officers, directors, employees, accountants, counsel, consultants and other agents and advisors (“Representatives”) and each Investor Nominee to, treat as confidential, confidential and not to use, safeguard any and all confidential, non-public confidential or proprietary information, know-how, knowledge and data (irrespective of the form of communication, and irrespective of whether obtained prior to involving or after the date hereof or whether pursuant to this Agreement or otherwise) to the extent relating to the Company or any of its Subsidiaries provided by, Affiliates received by the Investor Nominee in his or on behalf of, the Company, any of its Subsidiaries her capacity as such or their respective Representatives to Investor, Investor Parent or any of its Representatives received pursuant to Section 4.6(a) and Section 4.6(b4.8(a) (collectively, “Confidential Information”) by using the same degree of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such Confidential Information as each Holder and its Affiliates and its and their Representatives uses with respect to its own information, know-how, knowledge and data of a similar type and (ii) shall not, and it shall cause its Affiliates and its and their respective Representatives and each Investor Nominee not to, directly or indirectly, without the prior written consent of the Company, disclose any Confidential Information or use any Confidential Information provided by the Company or obtained by any Investor Nominee in his or her capacity as director (including in any manner adverse to the Company or its Affiliates or in violation of duties under applicable Law, including trading any securities of the Company while in possession of such Confidential Information to the extent such trading would violate applicable Law); provided, that (1) Investor Nominees may disclose any Confidential Information to Holder and its the Controlled Affiliates and (2) Holder and the Controlled Affiliates may lawfully use Confidential Information in connection with their respective its equity investment in the Company, including to the extent necessary to prepare its financial statements and securities filings; provided, further, however, that Confidential Information will not include any information that (Aa) is or becomes public knowledge other than as a result of any through no breach or violation of this AgreementAgreement by any Holder, (Bb) is disclosed to Investor, its Affiliates any Holder or its or their respective Representatives by a third party not known by Investor, such Holder after reasonable inquiry, due inquiry to be in violation of a non-disclosure obligation (or any other contractual, legal or fiduciary obligation of confidentiality) to the Company by making such disclosure, (Cc) is already in the possession of Investor, its Affiliates or known to Holder or its or their respective Representatives prior to such information being furnished to Investor, its Affiliates or its or their respective Representatives without violation on the date of any obligations hereunder (and the source of such information was not known by Investor, after reasonable inquiry, to be in violation of a non-disclosure obligation (or any other contractual, legal or fiduciary obligation of confidentiality) to the Company by making such disclosure), (Dd) is independently developed by Investor, Investor Parent, the Holder or any of their respective Controlled Affiliates or its Representatives without reference to or use of the Confidential Information, Information or (Ee) is explicitly approved for publication beforehand in writing by the Company for disclosure Company. Prior to Investorthe date that is two years following the end of the Standstill Period, Investor Parenteach Holder agrees that it, or any of its Affiliates and its and their respective Controlled Affiliates or Representatives may only disclose Confidential Information (as applicable). (ei) If Investor Anchor is requested or required by oral questions, interrogatories, requests for information of documents, subpoenas, civil investigative demand or similar process by any Governmental Entity or pursuant to Law to disclose or provide any Confidential Information, the Person that received such request or demand or is subject extent counsel to such requirement shallPerson advises that disclosure is required to comply with Law (provided that such Party shall provide prior written notice to the Company, of such disclosure, unless prohibited by Law, prior to such disclosure and as promptly as practical and shall seek to limit any such disclosure and to protect from public disclosure by way of a protective order or otherwise, in each case, to the extent permitted by applicable Law), provide and (ii) to its Representatives who reasonably need to know such information in connection with its equity investment in the Company, including to prepare its financial statements and securities filings (provided that each Holder shall cause any such Representative to keep such information confidential in accordance with this Agreement). (c) Investor agrees that any Investor Nominees shall recuse themselves and be recused from any discussion of the Board or any of its committees (i) relating to any disputes between the Company with prior written notice thereof promptly after receipt and Investor related to or arising out of the Commercial Agreements (as such term is defined in the Stock Purchase Agreement) (or litigation or other proceedings related thereof) or any other matter relating to the Commercial Agreements and (ii) if Investor is a participant in the process referred to in Section 4.3, during the pendency of such request and the terms and circumstances surrounding such request so process; provided, that the Company may seek a protective order or other appropriate remedy. Each party agrees to cooperate with the other party in connection with seeking that if any such order or other appropriate remedy. If such protective order is not promptly obtained, and the Person that received such request or demand is required, as advised by legal counsel, to disclose Confidential Information pursuant to applicable Law, such Person shall (a) furnish only that portion member of the Confidential Information that Board is a representative of any other participant in such counsel advises is legally required to process, each such member of the Board shall be disclosed and (b) exercise reasonable efforts to obtain reliable assurances that confidential treatment will be afforded subject to the Confidential Information. Notwithstanding the foregoing, the Person that received such request or demand or is subject to such requirement may disclose Confidential Information, and the foregoing notice and other actions shall not be required, where such disclosure is required in connection with an audit, review or examination by a governmental regulatory or self-regulatory authority of competent jurisdiction that is not targeted at, and does not specifically reference, the Company, any of its Affiliates, the Confidential Information, or the Transactionssame recusal requirement. (f) Investor, on behalf of itself, each Investor Participant, and each of their respective Affiliates, acknowledges and agrees that Investor, each Investor Participant and their respective Affiliates are aware, and will advise any Investor Nominee, any of their respective Representatives, and any other entity or Person who receives Confidential Information pursuant to Section 4.6 or otherwise, that applicable securities Laws prohibit any Person who has received material, non-public information from purchasing or selling securities on the basis of such information or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities, in each case unless in compliance with such Laws.