Public Statements; Confidentiality. (a) None of the Seller Bank, on the one hand, or Parent or State Bank, on the other hand, shall issue any press release or make any public announcement or comment concerning this Agreement, the Letters of Transmittal and the Shareholder Written Consents or the transactions contemplated hereby and thereby without obtaining the prior written approval of Parent or the Seller Bank, as applicable (which approval will not be unreasonably withheld, conditioned or delayed), unless and only to the extent, (i) disclosure by a Party is required to enforce its rights and remedies under this Agreement or (ii) in the judgment of such Party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; provided that to the extent so required by applicable Law, the Party intending to issue such press release or make such public announcement or comment shall use its reasonable best efforts consistent with applicable Law to consult with the other Parties in advance of such press release, public announcement or comment with respect to the text or content thereof. (b) Each of the Parties shall keep this Agreement, the Letters of Transmittal and the Shareholder Written Consents and the terms and conditions set forth herein and therein strictly confidential and shall not disclose or otherwise make any of the foregoing available to any other Person and shall not publicly file copies of this Agreement, the Letters of Transmittal and the Shareholder Written Consents, except (i) where such disclosure, availability or filing, upon the advice of outside counsel, is required by applicable Law (including the periodic reporting requirements under the Exchange Act) and only to the extent required by such Law or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed, (ii) disclosure by any Significant Shareholder or their respective Affiliates of customary information to investors or potential investors of such Significant Shareholder or to investors or potential investors of any Affiliate of such Significant Shareholder who are subject to customary confidentiality obligations, (iii) disclosure by a Party is required to enforce its rights and remedies under this Agreement, (iv) disclosure by a Party if such disclosure is required to comply with such Party’s obligations under Section 6.02, (v) disclosure as may be necessary or appropriate in connection with any Tax matter and (vi) as otherwise agreed by each of the Parties. In the event that any such disclosure, availability or filing is required by applicable Law (other than any filing required by the Exchange Act or the Securities Act), each Party agrees to use its commercially reasonable efforts to obtain “confidential treatment” or similar treatment of this Agreement, the Letters of Transmittal and the Shareholder Written Consents and to redact such terms of this Agreement, the Letters of Transmittal and the Shareholder Written Consents that the other Parties shall reasonably request.
Appears in 1 contract
Public Statements; Confidentiality. (a) None of Neither the Seller Bank, on nor the one hand, or Parent or State Bank, on the other hand, Purchaser shall issue (nor shall the Seller permit the Company or any of its Affiliates to issue) any press release or make other public statement concerning the transactions contemplated by this Agreement at any public announcement time and in any event without first providing the other with a written copy of the text of such release or comment concerning statement and obtaining the consent of the other respecting such release or statement (which consent may be withheld in each Party’s sole discretion), except that such consent will not be required to the extent disclosure may be required by a Requirement of Law (including, without limitation, stock exchange regulation) or to secure regulatory approval of the transactions contemplated by this Agreement. The Purchaser and the Seller shall keep, and shall cause their respective Affiliates and its and their respective officers, directors, employees and agents to keep, this Agreement, the Letters terms hereof (including, without limitation, the identity of Transmittal the Purchaser and the Shareholder Written Consents Seller), and all documents and information relating hereto, or furnished pursuant to or in connection with, this Agreement or the transactions contemplated hereby confidential, except to the extent disclosure may be required by a Requirement of Law (including, without limitation, stock exchange regulation) or to secure regulatory approval of the transactions contemplated by this Agreement; provided, however, that the Party required to make such disclosure provides the other Party with notice thereof to the extent legally permissible. If the other Party seeks an appropriate protective order or other such remedy as such Party deems appropriate prior to such disclosure, the Party required to make such disclosure (at the other Party’s sole expense) shall provide reasonable cooperation and cause its representatives to provide reasonable cooperation to the other Party in seeking any such remedy. Notwithstanding the foregoing, following the Closing, the restrictions set forth in this Section 11.5 shall not apply to Purchaser’s or any of its Affiliates’ use of documents and information concerning the Company furnished by or on behalf of the Company or the Seller. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated, upon the request of the other Party, each Party shall, and shall cause its Affiliates, promptly (and in no event later than five (5) days after such request) to redeliver or cause to be redelivered all copies of documents and information furnished by the other Party in connection with this Agreement or the transactions contemplated hereby and thereby without obtaining the prior written approval of Parent destroy or the Seller Bankcause to be destroyed all notes, as applicable (which approval will not be unreasonably withheldmemoranda, conditioned summaries, analyses, compilations and other writings related thereto or delayed), unless and only to the extent, (i) disclosure based thereon prepared by a Party is required to enforce its rights and remedies under this Agreement or (ii) in the judgment of such Party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; provided that to the extent so required by applicable Law, the Party intending to issue that furnished such press release documents and information or make such public announcement or comment shall use its reasonable best efforts consistent with applicable Law to consult with the other Parties in advance of such press releaseofficers, public announcement or comment with respect to the text or content thereof.
(b) Each of the Parties shall keep this Agreementdirectors, the Letters of Transmittal employees and the Shareholder Written Consents and the terms and conditions set forth herein and therein strictly confidential and shall not disclose or otherwise make any of the foregoing available to agents. Notwithstanding any other Person and shall not publicly file copies provision of this Agreement, the Letters of Transmittal Seller, the Purchaser and the Shareholder Written Consents, except (i) where such disclosure, availability or filing, upon the advice of outside counsel, is required by applicable Law Company (including any of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the periodic reporting requirements under tax treatment and tax structure of this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Exchange Act) Seller, the Purchaser and only the Company relating to such tax treatment or tax structure; provided that the foregoing does not constitute an authorization to disclose information identifying the Seller, the Purchaser or the Company or any parties to transactions engaged by the Seller, the Purchaser and the Company or (except to the extent required by relating to such Law tax structure or under the rules of tax treatment) any securities exchange on which the securities of such Party nonpublic commercial or any of its Affiliates are listed, (ii) disclosure by any Significant Shareholder or their respective Affiliates of customary information to investors or potential investors of such Significant Shareholder or to investors or potential investors of any Affiliate of such Significant Shareholder who are subject to customary confidentiality obligations, (iii) disclosure by a Party is required to enforce its rights and remedies under this Agreement, (iv) disclosure by a Party if such disclosure is required to comply with such Party’s obligations under Section 6.02, (v) disclosure as may be necessary or appropriate in connection with any Tax matter and (vi) as otherwise agreed by each of the Parties. In the event that any such disclosure, availability or filing is required by applicable Law (other than any filing required by the Exchange Act or the Securities Act), each Party agrees to use its commercially reasonable efforts to obtain “confidential treatment” or similar treatment of this Agreement, the Letters of Transmittal and the Shareholder Written Consents and to redact such terms of this Agreement, the Letters of Transmittal and the Shareholder Written Consents that the other Parties shall reasonably requestfinancial information.
Appears in 1 contract
Sources: Stock Purchase Agreement (Employers Holdings, Inc.)
Public Statements; Confidentiality. (a) None of Neither the Seller Bank, on nor the one hand, or Parent or State Bank, on the other hand, Purchaser shall issue (nor shall the Seller permit the Company or any of its Affiliates to issue) any press release or make other public statement concerning the transactions contemplated by this Agreement at any public announcement time and in any event without first providing the other with a written copy of the text of such release or comment concerning statement and obtaining the consent of the other respecting such release or statement (which consent may be withheld in each Party’s sole discretion), except that such consent will not be required to the extent disclosure may be required by a Requirement of Law (including, without limitation, stock exchange regulation) or to secure regulatory approval of the transactions contemplated by this Agreement. The Purchaser and the Seller shall keep, and shall cause their respective Affiliates and its and their respective officers, directors, employees and agents to keep, this Agreement, the Letters terms hereof (including, without limitation, the identity of Transmittal the Purchaser and the Shareholder Written Consents Seller), and all documents and information relating hereto, or furnished pursuant to or in connection with, this Agreement or the transactions contemplated hereby confidential, except to the extent disclosure may be required by a Requirement of Law (including, without limitation, stock exchange regulation) or to secure regulatory approval of the transactions contemplated by this Agreement; provided, however, that the Party required to make such disclosure provides the other Party with notice thereof to the extent legally permissible. If the other Party seeks an appropriate protective order or other such remedy as such Party deems appropriate prior to such disclosure, the Party required to make such disclosure (at the other Party’s sole expense) shall provide reasonable cooperation and cause its representatives to provide reasonable cooperation to the other Party in seeking any such remedy. Notwithstanding the foregoing, following the Closing, the restrictions set forth in this Section 11.6 shall not apply to Purchaser’s or any of its Affiliates’ use of documents and information concerning the Company furnished by or on behalf of the Company or the Seller. In the event the transactions contemplated hereby are not consummated and this Agreement is terminated, upon the request of the other Party, each Party shall, and shall cause its Affiliates, promptly (and in no event later than five (5) days after such request) to redeliver or cause to be redelivered all copies of documents and information furnished by the other Party in connection with this Agreement or the transactions contemplated hereby and thereby without obtaining the prior written approval of Parent destroy or the Seller Bankcause to be destroyed all notes, as applicable (which approval will not be unreasonably withheldmemoranda, conditioned summaries, analyses, compilations and other writings related thereto or delayed), unless and only to the extent, (i) disclosure based thereon prepared by a Party is required to enforce its rights and remedies under this Agreement or (ii) in the judgment of such Party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; provided that to the extent so required by applicable Law, the Party intending to issue that furnished such press release documents and information or make such public announcement or comment shall use its reasonable best efforts consistent with applicable Law to consult with the other Parties in advance of such press releaseofficers, public announcement or comment with respect to the text or content thereof.
(b) Each of the Parties shall keep this Agreementdirectors, the Letters of Transmittal employees and the Shareholder Written Consents and the terms and conditions set forth herein and therein strictly confidential and shall not disclose or otherwise make any of the foregoing available to agents. Notwithstanding any other Person and shall not publicly file copies provision of this Agreement, the Letters of Transmittal Seller, the Purchaser and the Shareholder Written Consents, except (i) where such disclosure, availability or filing, upon the advice of outside counsel, is required by applicable Law Company (including any of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the periodic reporting requirements under tax treatment and tax structure of this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Exchange Act) Seller, the Purchaser and only the Company relating to such tax treatment or tax structure; provided that the foregoing does not constitute an authorization to disclose information identifying the Seller, the Purchaser or the Company or any parties to transactions engaged by the Seller, the Purchaser and the Company or (except to the extent required by relating to such Law tax structure or under the rules of tax treatment) any securities exchange on which the securities of such Party nonpublic commercial or any of its Affiliates are listed, (ii) disclosure by any Significant Shareholder or their respective Affiliates of customary information to investors or potential investors of such Significant Shareholder or to investors or potential investors of any Affiliate of such Significant Shareholder who are subject to customary confidentiality obligations, (iii) disclosure by a Party is required to enforce its rights and remedies under this Agreement, (iv) disclosure by a Party if such disclosure is required to comply with such Party’s obligations under Section 6.02, (v) disclosure as may be necessary or appropriate in connection with any Tax matter and (vi) as otherwise agreed by each of the Parties. In the event that any such disclosure, availability or filing is required by applicable Law (other than any filing required by the Exchange Act or the Securities Act), each Party agrees to use its commercially reasonable efforts to obtain “confidential treatment” or similar treatment of this Agreement, the Letters of Transmittal and the Shareholder Written Consents and to redact such terms of this Agreement, the Letters of Transmittal and the Shareholder Written Consents that the other Parties shall reasonably requestfinancial information.
Appears in 1 contract
Sources: Stock Purchase Agreement (Employers Holdings, Inc.)
Public Statements; Confidentiality. (a) None Except as required by law or as necessary to obtain the Court Order and approval of the Seller BankForm A, on the one handPurchaser and Conservator shall not engage in, encourage, or Parent support any publicity or State Bank, on the other hand, shall issue disclosure of any press release kind or make any public announcement or comment concerning form in connection with this Agreement, the Letters of Transmittal and the Shareholder Written Consents Agreement or the transactions contemplated hereby unless Purchaser and thereby without obtaining Conservator mutually agree in advance on the prior written approval form, timing, and contents of Parent any such publicity, announcement, or the Seller Bankdisclosure, as applicable (which approval will not be unreasonably withheld, conditioned or delayed), unless and only whether to the extentfinancial community, (i) disclosure Governmental Authorities, or to the public generally. Purchaser and Conservator may disclose the transactions contemplated by a Party is required to enforce its rights and remedies under this Agreement without the consent or (ii) in agreement of the judgment of other party to their members, directors, officers, employees and agents that are bound by similar confidentiality provisions, the CDI and the Conservation Court if it believes that such Party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; advisable provided that it describes such intended disclosure to the extent so required other party hereto in advance and the disclosing party seeks confidential treatment for such portions of the disclosure or filing as may be requested by applicable Law, the Party intending to issue such press release or make such public announcement or comment shall use its reasonable best efforts consistent with applicable Law to consult with the other Parties party. Notwithstanding the foregoing, nothing in advance of this Section 12.4 shall prohibit Purchaser from disclosing the transactions contemplated pursuant to this Agreement to financial institutions in negotiations regarding financing related to such press release, public announcement or comment with respect to the text or content thereof.
(b) Each of the Parties transactions. Purchaser and Conservator shall keep this Agreement, the Letters terms hereof, and all documents and information relating hereto, or furnished pursuant to, or in connection with this Agreement, or the transactions contemplated hereby, confidential, except as may be required by law. No party or its respective affiliates, officers, directors, members or principals shall use the name of Transmittal and the Shareholder Written Consents and other party in any press release, notice or other publication without the terms and conditions set forth herein and therein strictly confidential and prior written consent of such other party, which shall not disclose be unreasonably withheld or otherwise make delayed, provided, however, that this subparagraph of Section 12.4 shall not apply with respect to communications with (i) AmTrust North America, Inc.; (ii) the CDI; (iii) any Governmental Authority that issued any of the foregoing available to any other Person and shall not publicly file copies Certificates of this Agreement, the Letters of Transmittal and the Shareholder Written Consents, except (i) where such disclosure, availability Authority; or filing, upon the advice of outside counsel, is required by applicable Law (including the periodic reporting requirements under the Exchange Act) and only to the extent required by such Law or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed, (ii) disclosure by any Significant Shareholder or their respective Affiliates of customary information to investors or potential investors of such Significant Shareholder or to investors or potential investors of any Affiliate of such Significant Shareholder who are subject to customary confidentiality obligations, (iii) disclosure by a Party is required to enforce its rights and remedies under this Agreement, (iv) disclosure by a Party if such disclosure is required to comply with such Partythe Company’s obligations under Section 6.02, (v) disclosure as may be necessary or appropriate in connection with any Tax matter and (vi) as otherwise agreed by each of the Parties. In the event that any such disclosure, availability or filing is required by applicable Law (other than any filing required by the Exchange Act or the Securities Act), each Party agrees to use its commercially reasonable efforts to obtain “confidential treatment” or similar treatment of this Agreement, the Letters of Transmittal and the Shareholder Written Consents and to redact such terms of this Agreement, the Letters of Transmittal and the Shareholder Written Consents that the other Parties shall reasonably requestformer shareholders.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Public Statements; Confidentiality. (a) None of Within four business days after the Seller Bank, on the one hand, or Parent or State Bank, on the other hand, shall issue any press release or make any public announcement or comment concerning this Agreement, the Letters of Transmittal and the Shareholder Written Consents or the transactions contemplated hereby and thereby without obtaining the prior written approval of Parent or the Seller Bank, as applicable (which approval will not be unreasonably withheld, conditioned or delayed), unless and only to the extent, (i) disclosure by a Party is required to enforce its rights and remedies under this Agreement or (ii) in the judgment of such Party upon the advice of its outside counsel, disclosure is required by applicable Law (including the periodic reporting requirements under the Exchange Act) or under the rules of any securities exchange on which the securities of such Party or any of its Affiliates are listed; provided that to the extent so required by applicable Law, the Party intending to issue such press release or make such public announcement or comment shall use its reasonable best efforts consistent with applicable Law to consult with the other Parties in advance of such press release, public announcement or comment with respect to the text or content thereof.
(b) Each of the Parties shall keep this Agreement, the Letters of Transmittal and the Shareholder Written Consents and the terms and conditions set forth herein and therein strictly confidential and shall not disclose or otherwise make any of the foregoing available to any other Person and shall not publicly file copies execution of this Agreement, the Letters Company will file a Current Report on Form 8-K (the “Form 8-K”) to report the parties’ entry into this Agreement. The Form 8-K shall be consistent with the terms of Transmittal this Agreement. The Company shall provide Impala with a reasonable opportunity to review and comment on the Shareholder Written ConsentsForm 8-K prior to the filing with the SEC and consider in good faith any comments of Impala. The Company will also disclose this Agreement in its definitive proxy statement relating to the 2020 Annual Meeting in a manner consistent with the manner in which it is disclosed in the Form 8-K. (The disclosures contemplated by this Section 7(a), except the “Agreement Disclosures”.)
(b) Without the prior written consent of the Company, Impala shall not, and shall cause its Representatives not to, disclose to any other person, including by issuing any press release, making any public statement, speaking on the record or on background with the media or otherwise, (i) where such disclosurethis Agreement, availability or filing, upon the advice of outside counsel, is required by applicable Law (including the periodic reporting requirements under the Exchange Act) and only to the extent required by such Law or under the rules of any securities exchange on which the securities of such Party its existence or any of its Affiliates are listed, terms or conditions or (ii) disclosure by any Significant Shareholder that discussions or their respective Affiliates negotiations have taken place between the parties with respect to this Agreement or the subject matter of customary this Agreement or the Agreement Disclosures (such information in clauses (i) and (ii), the “Agreement Information”). Subject to investors or potential investors of such Significant Shareholder or Section 7(c), Impala hereby agrees and acknowledges that, except as provided in Section 7(a), the Company shall retain full and final authority, in its sole and absolute discretion, with respect to investors or potential investors the disclosure, if any, of any Affiliate of such Significant Shareholder who are subject to customary confidentiality obligations, Agreement Information.
(iiic) disclosure by a Party is required to enforce its rights and remedies under this Agreement, (iv) disclosure by a Party if such disclosure is required to comply with such Party’s obligations under Section 6.02, (v) disclosure as may be necessary or appropriate in connection with any Tax matter and (vi) as otherwise agreed by each of the Parties. In the event that Impala or any such disclosure, availability or filing is of its Representatives are required by applicable Law Legal Requirement to disclose any of the Agreement Information, Impala will promptly notify (except where such notice would be legally prohibited) the Company in writing by email and Federal Express so that the Company may seek a protective order or other than any filing required by appropriate remedy (and if the Exchange Act or Company seeks such a remedy, Impala will provide such cooperation as the Securities ActCompany shall reasonably request and not oppose such remedy), each Party agrees at the Company’s sole cost and expense. Nothing herein shall be deemed to use prevent Impala or its commercially reasonable efforts Representatives, as the case may be, from honoring a Legal Requirement that requires discovery, disclosure or production of the Agreement Information if (i) Impala produces or discloses only that portion of the Confidential Information that Impala’s legal counsel advises Impala is legally required to obtain “confidential treatment” be so produced or similar treatment disclosed and Impala informs the recipient of such Agreement Information of the existence of this Agreement, the Letters of Transmittal Agreement and the Shareholder Written Consents and confidential nature of such Agreement Information, or (ii) the Company consents in writing to redact such terms of this Agreement, having the Letters of Transmittal and Agreement Information produced or disclosed pursuant to the Shareholder Written Consents that the other Parties shall reasonably request.Legal Requirement. 64834-9001-6440.3
Appears in 1 contract