Common use of Sharing of Information Clause in Contracts

Sharing of Information. Notwithstanding anything to the contrary contained in this Agreement, the Company hereby acknowledges and agrees TRGI and its Affiliates or any director or officer of the Company that is an Affiliate of TRGI (each, a “TRGI Affiliated Person”) may, to the fullest extent permitted by applicable law and subject to section 97 of the Companies Act and the Bye-laws, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to (a) the investors, limited partners or members of TRGI or its Affiliates and their respective representatives (and, to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or any of its Affiliates (potentially involving the Company or otherwise), and (e) such other persons as TRGI shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, its Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Appears in 3 contracts

Sources: Stockholder Agreement (IBEX LTD), Stockholder Agreement (IBEX LTD), Stockholder's Agreement (IBEX Holdings LTD)

Sharing of Information. Except as set forth in this Section 6.05, the Sponsors shall maintain the confidentiality of the Company Confidential Information (as defined below) and cause the Sponsor Affiliated Persons (as defined below) and Internal Recipients (as defined below) to maintain the confidentiality of the Company Confidential Information. Notwithstanding anything to the contrary contained in this Agreement, the Company hereby acknowledges and agrees TRGI that each of the Sponsors and its Affiliates Affiliates, the Sponsor Designated Directors, or any director or officer of the Company that is an Affiliate of TRGI a Sponsor (each, a “TRGI Sponsor Affiliated Person”) may, to the fullest extent permitted by applicable law and subject to section 97 of the Companies Act and the Bye-lawslaw, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managersrepresentatives, agents, employees, agents and employees and professional advisers and other representatives (the “Internal Recipients”) and to (a) the investors, limited partners or members of TRGI the applicable Sponsor or its Affiliates related investment funds and their respective representatives (and, to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI the applicable Sponsor or its Affiliatesrelated investment funds, (c) potential transferees of TRGIthe applicable Sponsor’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or the applicable Sponsor, any of its Affiliates or their related investment funds (potentially involving the Company or otherwise), and (e) such other persons as TRGI the applicable Sponsor shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, and together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, Company or its Affiliates or Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Sponsor Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Sponsor Affiliated Person by or on behalf of the Company or its Subsidiaries, including pursuant to Section 2.03; provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI the Sponsor requires with respect to its own confidential information; and provided further that TRGI, the TRGI Sponsor Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Sponsor Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Sponsor Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGIthe applicable Sponsor, or such TRGI Sponsor Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, ; provided, in the case of clauses (y) and (z), that TRGIsuch Sponsor, the TRGI Sponsor Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Appears in 3 contracts

Sources: Stockholders Agreement (Sotera Health Co), Stockholders Agreement (Sotera Health Co), Stockholder Agreement (Sotera Health Co)

Sharing of Information. Notwithstanding anything to To the contrary contained in this Agreement, the Company hereby acknowledges and agrees TRGI and its Affiliates or any director or officer of the Company that is an Affiliate of TRGI (each, a “TRGI Affiliated Person”) may, to the fullest extent permitted by antitrust, competition or any other applicable law Law, each of PubCo, the Sellers, the Other Holders and subject to section 97 the Sponsors agrees and acknowledges that the directors designated by the Equityholder Representative and the Sponsor Representative may share confidential, non-public information about PubCo and its Subsidiaries (“Confidential Information”) with the Sellers, the Other Holders and the Sponsors, as applicable. Each of the Companies Act Sellers, the Other Holders and the Bye-lawsSponsors recognizes that it, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to (a) the investors, limited partners or members of TRGI or its Affiliates and their Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo or its Subsidiaries substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Sellers, the Other Holders and the Sponsors covenants and agrees with PubCo that it will not (and will cause its respective representatives controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (and, a) such information becomes known to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates public through no fault of such limited partners or members)Party, (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or any of its Affiliates (potentially involving the Company or otherwise), and (e) such other persons as TRGI shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, its Subsidiaries or their Affiliates disclosure is required by applicable Law (including any Person in which filing following the Company holds, Closing Date with the SEC pursuant to applicable securities laws) or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession court of TRGI competent jurisdiction or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person requested by or on behalf of the Company or its Subsidiaries, a Governmental Entity; provided, that (other than in the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach case of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, required following the TRGI Affiliated Person or Permitted Recipient without use of Closing Date with the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena SEC or in connection with any litigation routine audit or arbitration, provided, in the case of clauses (yexamination as described below) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice such Party promptly notifies PubCo of such required disclosure to the Company requirement or request and takes all commercially reasonable steps, at the sole cost and lawful actions expense of PubCo, to avoid and/or minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo or its Subsidiaries) without any breach of duty to PubCo or its Subsidiaries or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit the Sellers, the Other Holders or the Sponsors from disclosing Confidential Information to (x) any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.3 by any such Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the Confidential Information, provided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of the Sellers, the Other Holders or the Sponsors, unless such Confidential Information is actually provided to such Person, and furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Sellers, the Other Holders or the Sponsors solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (x) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Investor Rights Agreement.

Appears in 2 contracts

Sources: Investor Rights Agreement (QualTek Services Inc.), Investor Rights Agreement (Roth CH Acquisition III Co)

Sharing of Information. Notwithstanding anything (a) From and after the Reorganization, to the contrary contained in this Agreementextent permitted by antitrust, competition or any other applicable law, each Principal Stockholder agrees and acknowledges that the Designated Directors may share confidential, non-public information (“Confidential Information”) about the Company hereby acknowledges and its subsidiaries with the Principal Stockholders, respectively. (b) Each Principal Stockholder recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each Principal Stockholder covenants and agrees TRGI and its Affiliates or any director or officer of with the Company that is an Affiliate it will not (and will cause its respective Affiliates and Representatives not to) at any time, except with the prior written consent of TRGI the Company, directly or indirectly, disclose any Confidential Information known to it, unless (each, a “TRGI Affiliated Person”i) may, such information becomes known to the fullest extent permitted public through no fault of such Principal Stockholder, (ii) disclosure is required by applicable law or court of competent jurisdiction or requested by a governmental agency, provided that such Principal Stockholder promptly notifies the Company of such disclosure and subject takes reasonable steps to section 97 minimize the extent of any such required disclosure, (iii) such information was available or becomes available to such Principal Stockholder before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the Principal Stockholder or its Representatives without the use of the Companies Act Confidential Information. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit any Principal Stockholder from disclosing Confidential Information (A) to their Affiliates and the Bye-laws, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managersemployees, agents, employeesattorneys, professional advisers accountants, financial advisors and other representatives (the collectively Internal RecipientsRepresentatives”) and (B) to its or its Affiliates’ investors or potential investors in a manner that is consistent with ordinary course communications with its investors or potential investors prior to the date hereof, in each of (aA) and (B) which such Principal Stockholder, as applicable, informs of the investorsconfidential nature of such information and who agree to keep such information confidential and to use such information only in accordance with the terms of this Agreement, limited partners and (C) Confidential Information may be disclosed to the extent advised by legal counsel that such disclosure is required by Law, rule, or members regulation of TRGI any Governmental Authority or National Securities Exchange that has, or may have, jurisdiction over any Party or its Affiliates and their respective representatives (andor the Partnership, to as the extent required case may be. Each Party shall be responsible for such limited partners’ or members’ internal reporting obligations, Affiliates any breach of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members the terms of TRGI or this Section 4 by any of its Affiliates, Representatives. (c) potential transferees Each of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or any of its Affiliates (potentially involving ACII Entities and the Company or otherwise)Axar Entities acknowledges that it is aware, and (e) such other persons as TRGI shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” andwill advise all those to whom Confidential Material is disclosed, together with the Internal Recipientsthat United States securities laws prohibit any Person who has material, the “Permitted Recipients”), any and all non-public information with respect concerning a publicly traded company from purchasing or selling securities of such company or from communicating such information to the Company, its Subsidiaries or their Affiliates (including any other Person under circumstances in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) it is reasonably foreseeable that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing is likely to purchase or sell such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.securities

Appears in 2 contracts

Sources: Nomination and Director Voting Agreement (Stonemor Inc.), Nomination and Director Voting Agreement (Axar Capital Management L.P.)

Sharing of Information. Notwithstanding anything To the extent permitted by antitrust, competition or any other applicable Law, each Equityholder and the Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the Sponsor, the IVP Representative, the FP Representative and the Temasek Equityholder may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Sponsor (or the Founder Holders), the IVP Equityholders, the Francisco Partners Equityholders and the Temasek Equityholder. Further, each Equityholder and the Sponsor recognizes that it, or its Affiliates, Permitted Transferees and Representatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each Equityholder and the Sponsor, severally and not jointly, covenants and agrees with PubCo that it will not (and will cause its respective Affiliates, Permitted Transferees and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the contrary contained public through no fault of such Party, (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Nothing in this AgreementAgreement shall prohibit any of the IVP Equityholders, the Company hereby Francisco Partners Equityholders, the Temasek Equityholder or the Sponsor (or the Founder Holders) from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Party shall be responsible for any breach of this Section 3.4 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of an Equityholder or Sponsor, unless such Confidential Information is actually provided to such Person. PubCo and each Equityholder and the Sponsor, severally and not jointly, acknowledges and agrees TRGI with PubCo that each of the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be liable to PubCo, the Sponsor or any other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that (x) no Confidential Information is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the Company that is an Affiliate of TRGI (each, a “TRGI Affiliated Person”) may, foregoing or anything to the fullest extent permitted by applicable law and subject to section 97 contrary herein, (1) each of the Companies Act IVP Equityholders, the Francisco Partners Equityholders, the Temasek Equityholder and the Bye-lawsSponsor, use for their own benefit CC Capital and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the investorscourse of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any Party in the course of any such routine supervisory audit or regulatory examination, limited partners provided that such routine audit or members examination does not specifically target PubCo, any of TRGI its subsidiaries or its Affiliates the Confidential Information and (2) the Sponsor, CC Capital, NBOKS, and each Equityholder that is (or is an investment vehicle managed by) a private equity, venture capital or other investment firm and their respective representatives (and, to Affiliates may provide information about the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or any of its Affiliates (potentially involving the Company or otherwise), and (e) such other persons as TRGI shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, its Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date subject matter of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; prospective and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or existing investors in connection with any litigation fund raising, marketing, informational, transactional or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosurereporting activities.

Appears in 2 contracts

Sources: Investor Rights Agreement (E2open Parent Holdings, Inc.), Investor Rights Agreement (E2open Parent Holdings, Inc.)

Sharing of Information. Notwithstanding anything to the contrary contained in this Agreement, the Company hereby acknowledges and agrees TRGI that each of the Sponsors and its Affiliates Affiliates, the Sponsor Designated Directors, or any director or officer of the Company that is an Affiliate of TRGI a Sponsor (each, a “TRGI Sponsor Affiliated Person”) may, to the fullest extent permitted by applicable law and subject to section 97 of the Companies Act and the Bye-lawslaw, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managersrepresentatives, agents, employees, agents and employees and professional advisers and other representatives (the “Internal Recipients”) and to (a) the investors, limited partners or members of TRGI the applicable Sponsor or its Affiliates related investment funds and their respective representatives (and, to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI the applicable Sponsor or its Affiliatesrelated investment funds, (c) potential transferees of TRGIthe applicable Sponsor’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or the applicable Sponsor, any of its Affiliates or their related investment funds (potentially involving the Company or otherwise), and (e) such other persons as TRGI the applicable Sponsor shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, and together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, Company or its Affiliates or Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Sponsor Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Sponsor Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI the Sponsor requires with respect to its own confidential information; and provided further that TRGI, the TRGI Sponsor Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Sponsor Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Sponsor Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGIthe applicable Sponsor, or such TRGI Sponsor Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGIsuch Sponsor, the TRGI Sponsor Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Appears in 2 contracts

Sources: Shareholder Agreement (Endurance International Group Holdings, Inc.), Stockholders Agreement (Endurance International Group Holdings, Inc.)

Sharing of Information. Notwithstanding anything Any TSG Designee may share any information received in his or her capacity as a Board member with the TSG Investor. The TSG Investor agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than to the contrary contained monitor and make voting and investment decisions with respect to its investment in this Agreement, the Company hereby acknowledges and agrees TRGI and its Affiliates or subsidiaries, any director or officer of confidential information obtained from the Company that is an Affiliate of TRGI (eachCompany, a “TRGI Affiliated Person”) may, to the fullest extent permitted by applicable law and subject to section 97 of the Companies Act and the Bye-laws, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to unless such confidential information (a) is known or becomes known to the investors, limited partners or members public in general (other than as a result of TRGI a breach of this Section 2.3 by the TSG Investor or its Affiliates and their respective representatives (and, to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or membersAffiliates), (b) persons who have expressed a bona fide interest in becoming investors, limited partners is or members has been independently developed or conceived by the TSG Investor without use of TRGI the Company’s confidential information or its Affiliates, (c) potential transferees is or has been made known or disclosed to the TSG Investor by a third party (other than an Affiliate of TRGI’s equity securities the TSG Investor) without a breach of any obligation of confidentiality such third party may have to the Company that is known to the TSG Investor; provided, however, that the TSG Investor may disclose confidential information (x) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring and making voting and investment decisions with respect to its investment in the Company, (dy) potential participants to any Affiliate, partner, member or related investment fund of the TSG Investor and their respective directors, employees and consultants, in future transactions involving TRGI each case in the ordinary course of business, or (z) as may otherwise be required by law or legal, judicial or regulatory process, provided that the TSG Investor takes reasonable steps to minimize the extent of any required disclosure described in this clause (z); and provided, further, however, that the acts and omissions of any Person to whom the TSG Investor may disclose confidential information pursuant to clauses (x) and (y) of the preceding proviso will be attributable to the TSG Investor for purposes of determining the TSG Investor’s compliance with this Section 2.3(b). Each party hereto acknowledges that the TSG Investor or any of its Affiliates (potentially involving and related investment funds may review the Company business plans and related proprietary information of many enterprises, including enterprises which may have products or otherwise), and (e) such other persons as TRGI shall deem reasonably necessary in connection services which compete directly or indirectly with the conduct of its investment and business activities (the “External Recipients” and, together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, its Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf those of the Company and its subsidiaries, and may trade in the securities of such enterprises. Nothing in this Section 2.3(b) will preclude or in any way restrict the TSG Investor or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose Affiliates or related investment funds from investing or participating in any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Informationparticular enterprise, or trading in the securities thereof, whether or not such enterprise has been independently developed by TRGI, the TRGI Affiliated Person products or Permitted Recipient without use services that compete with those of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosureits subsidiaries.

Appears in 1 contract

Sources: Shareholder Agreements (Duckhorn Portfolio, Inc.)

Sharing of Information. Notwithstanding anything to To the contrary contained in this Agreementextent permitted by applicable Law, the Company hereby acknowledges and agrees TRGI and its Affiliates or any director or officer each of the Company Parties agrees and acknowledges that is an Affiliate of TRGI each Designated Director (each, a “TRGI Affiliated Disclosing Person”) maymay share confidential, to non-public information about the fullest extent permitted by applicable law Company and subject to section 97 its subsidiaries (“Confidential Information”) with the relevant Designating Investor and its affiliates and each of the Companies Act and the Bye-laws, use for their own benefit and disclose to their respective Affiliates, partners, principals, foregoing Person’s directors, officers, managersemployees and advisors (collectively, agents“Permitted Recipients”) solely for the purposes of assisting the Disclosing Person in his or her role as a director of the Company or for monitoring and evaluating such Designating Investor’s or its affiliates’ investments in the Company or any of its subsidiaries and/or for or relating to the provision of services to or the conduct of any business with the Company or any of its subsidiaries (including, employeesin the case of the Sponsor, professional advisers and other representatives pursuant to or as contemplated by the Collaboration Agreement) (the “Internal Permitted Use”). Each Designating Investor covenants and agrees (i) that it, and its Permitted Recipients, will use the Confidential Information only in furtherance of the Permitted Use and (ii) that it, and its Permitted Recipients, will not at any time, except with the prior written consent of the Company, disclose any Confidential Information known to it to any third party, unless in the case of the foregoing clause (aii), (A) such information becomes known to the investorspublic through no fault of the Designating Investor or any of its Permitted Recipients, limited partners (B) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or members court of TRGI competent jurisdiction or its Affiliates and their respective representatives requested by a Governmental Authority or pursuant to or in connection with any Action; provided, that (andother than in the case of any required filing following the Closing Date with the Commission or in connection with any routine audit or examination as described below), to the extent required for legally permissible, such limited partners’ or members’ internal reporting obligations, Affiliates Designating Investor promptly notifies the Company of such limited partners requirement or members)request and takes reasonable efforts to minimize the extent of any such required disclosure, (bC) persons who have expressed a bona fide interest in becoming investors, limited partners such information was available or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI becomes available to such Designating Investor or any of its Affiliates Permitted Recipients before, on or after the Closing, without restriction, from a source (potentially involving other than the Company) without any breach of obligation of confidentiality to the Company or otherwise), and any of its subsidiaries or (eD) such other persons as TRGI shall deem reasonably necessary in connection with the conduct information was independently developed by such Designating Investor or any of its investment and business activities (Permitted Recipients without the “External Recipients” and, together with use of the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, its Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is . Notwithstanding the foregoing, nothing in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose shall prohibit any Company Designating Investor from disclosing Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or any Permitted Recipient on a non-confidential basis without a of such Designating Investor in connection with the Permitted Use, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Designating Investor shall be responsible for any breach of this Section 6.3 by any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or (y) if such disclosure is made to a regulatory agency Governmental Authority with applicable jurisdiction, and (z) as may be required in response to jurisdiction over such Designating Investor or any summons or subpoena or of its Permitted Recipients in connection with any litigation a routine audit or arbitrationexamination that is not specifically directed at the Company or the Confidential Information, provided, in the case that such Designating Investor or such Permitted Recipient shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Permitted Recipient of clauses (y) any Designating Investor, unless such Confidential Information is actually provided to such Person. Each Designating Investor further acknowledges, on behalf of itself and (z)its Permitted Recipients, that TRGIthe Confidential Information may contain material non-public information under applicable U.S. federal and state securities Laws, and that each such Person is aware of its obligations thereunder and will evaluate the TRGI Affiliated Person or Permitted Recipient provides prior written notice of Confidential Information it may receive consistent with such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosureobligations.

Appears in 1 contract

Sources: Investor Rights Agreement (CBRE Acquisition Holdings, Inc.)

Sharing of Information. Notwithstanding anything to the contrary contained in this Agreement, the Company hereby acknowledges and agrees TRGI that each of the Sponsors and its Affiliates Affiliates, the Sponsor Designated Directors, or any director or officer of the Company that is an Affiliate of TRGI a Sponsor (each, a “TRGI Sponsor Affiliated Person”) may, to the fullest extent permitted by applicable law and subject to section 97 of the Companies Act and the Bye-lawslaw, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managersrepresentatives, agents, employees, agents and employees and professional advisers and other representatives (the “Internal Recipients”) and to (a) the investors, limited partners or members of TRGI the applicable Sponsor or its Affiliates related investment funds and their respective representatives (and, to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI the applicable Sponsor or its Affiliatesrelated investment funds, (c) potential transferees of TRGIthe applicable Sponsor’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or the applicable Sponsor, any of its Affiliates or their related investment funds (potentially involving the Company or otherwise), and (e) such other persons as TRGI the applicable Sponsor shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, and together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, Company or its Affiliates or Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Sponsor Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Sponsor Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI the Sponsor requires with respect to its own confidential information; and provided further that TRGI, the TRGI Sponsor Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Sponsor Affiliated Person or Permitted Recipient on a non-non- confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Sponsor Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGIthe applicable Sponsor, or such TRGI Sponsor Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGIsuch Sponsor, the TRGI Sponsor Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Appears in 1 contract

Sources: Stockholders Agreement

Sharing of Information. Notwithstanding anything to To the contrary contained in this Agreementextent permitted by antitrust, competition or any other applicable law, each of the Company hereby and the Investors agrees and acknowledges that the Sponsor Director may share confidential, non-public information about the Company and its subsidiaries (“Confidential Information”) with the Sponsor solely for the purposes of assisting the Sponsor Director in his or her role as a director of the Company or for monitoring and evaluating the Sponsor’s or its affiliates’ investment in the Company (the “Permitted Use”); provided, however, that the Sponsor acknowledges and agrees TRGI and its Affiliates the disclosure of any Confidential Information by the Sponsor Director will be subject in all cases to his or any director or officer of her fiduciary duties to the Company that is an Affiliate and applicable corporate governance, conflict of TRGI (eachinterest, a “TRGI Affiliated Person”) may, to the fullest extent permitted by applicable law confidentiality and subject to section 97 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and guidelines of the Companies Act and the Bye-laws, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to (a) the investors, limited partners or members of TRGI or its Affiliates and their respective representatives (and, to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, and accordingly, the Sponsor Director will not be permitted to disclose to the Sponsor (dor any other person) potential participants in future transactions involving TRGI any legal advice provided by external or internal counsel to the Company or any of its Affiliates Subsidiaries, without the consent of the Company’s General Counsel; provided, that any such advice may be disclosed if such disclosure is made in a manner that would not result in the loss of any attorney-client privilege. The Sponsor recognizes that it, or its affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Sponsor covenants and agrees (potentially involving i) that it, and its affiliates and representatives, will use the Confidential Information only in furtherance of the Permitted Use and (ii) that it, and its affiliates and representatives, will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly disclose any Confidential Information known to it to any third party, unless in the case of the foregoing clause (ii) (A) such information becomes known to the public through no fault of the Sponsor, its affiliates or representatives, (B) disclosure is required by applicable law (including any filing following the Closing with the Commission pursuant to applicable securities laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided, that (other than in the case of any required filing following the Closing with the Commission or in connection with any routine audit or examination as described below) the Sponsor promptly notifies the Company of such requirement or request and takes reasonable efforts to minimize the extent of any such required disclosure, (C) such information was available or becomes available to the Sponsor before, on or after the Closing, without restriction, from a source (other than the Company) without any breach of obligation of confidentiality to the Company or otherwise), and (eD) such other persons as TRGI information was independently developed by the Sponsor, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall deem reasonably necessary prohibit the Sponsor from disclosing Confidential Information (x) to any affiliate or representative of the Sponsor in connection with the conduct Permitted Use, provided, that such person shall be bound by an obligation of its investment and business activities (the “External Recipients” and, together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information confidentiality with respect to such Confidential Information and the Company, its Subsidiaries Sponsor shall be responsible for any breach of this Section 6.3 by any such person or their Affiliates (including any Person y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over the Sponsor in which the Company holds, connection with a routine audit or contemplates acquiring, an investment) (“Company Confidential Information”) examination that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf of not specifically directed at the Company or its Subsidiariesthe Confidential Information, provided, that the Permitted Recipients agree Sponsor shall request that confidential treatment be accorded to keep such Company any information so disclosed. No Confidential Information confidential on shall be deemed to be provided to any person, including any affiliate of the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company Sponsor unless such Confidential Information (x) as has become generally available is actually provided to such person. The Sponsor further acknowledges, on behalf of itself, its affiliates and representatives, that the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a Confidential Information may contain material non-confidential basis without a breach of any confidentiality obligations by public information under applicable U.S. federal and state securities laws, and that each such Person disclosing is aware of its obligations thereunder and will evaluate the Confidential Information it may receive consistent with such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosureobligations.

Appears in 1 contract

Sources: Investor Rights Agreement (Nebula Caravel Acquisition Corp.)

Sharing of Information. Notwithstanding anything To the extent permitted by antitrust, competition or any other applicable Law, each Equityholder and the Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the Sponsor, the IVP Representative, the FP Representative and the Temasek Representative may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Sponsor (or the Founder Holders), the IVP Equityholders, the Francisco Partners Equityholders and the Temasek Equityholder. Further, each Equityholder and the Sponsor recognizes that it, or its Affiliates, Permitted Transferees and Representatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each Equityholder and the Sponsor, severally and not jointly, covenants and agrees with PubCo that it will not (and will cause its respective Affiliates, Permitted Transferees and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the contrary contained public through no fault of such Party, (b) disclosure is required by applicable Law or court of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Nothing in this AgreementAgreement shall prohibit any of the IVP Equityholders, the Company hereby Francisco Partners Equityholders, the Temasek Equityholder or the Sponsor (or the Founder Holders) from disclosing Confidential Information to any Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Party shall be responsible for any breach of this Section 3.4 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of an Equityholder or Sponsor, unless such Confidential Information is actually provided to such Person. PubCo and each Equityholder and the Sponsor, severally and not jointly, acknowledges and agrees TRGI with PubCo that each of the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be liable to PubCo, the Sponsor or any other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that (x) no Confidential Information is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the Company that is an Affiliate of TRGI (each, a “TRGI Affiliated Person”) may, foregoing or anything to the fullest extent permitted by applicable law and subject to section 97 contrary herein, (1) each of the Companies Act IVP Equityholders, the Francisco Partners Equityholders, the Temasek Equityholder and the Bye-lawsSponsor, use for their own benefit CC Capital and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the investorscourse of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any Party in the course of any such routine supervisory audit or regulatory examination, limited partners provided that such routine audit or members examination does not specifically target PubCo, any of TRGI its subsidiaries or its Affiliates the Confidential Information and (2) the Sponsor, CC Capital, NBOKS, and each Equityholder that is (or is an investment vehicle managed by) a private equity, venture capital or other investment firm and their respective representatives (and, to Affiliates may provide information about the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or any of its Affiliates (potentially involving the Company or otherwise), and (e) such other persons as TRGI shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, together with the Internal Recipients, the “Permitted Recipients”), any and all non-public information with respect to the Company, its Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date subject matter of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; prospective and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or existing investors in connection with any litigation fund raising, marketing, informational, transactional or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosurereporting activities.

Appears in 1 contract

Sources: Investor Rights Agreement (Temasek Holdings (Private) LTD)

Sharing of Information. Notwithstanding anything to the contrary contained in this Agreement, the Company hereby acknowledges and agrees TRGI and its Affiliates or any director or officer of the Company that is an Affiliate of TRGI (each, a “TRGI Affiliated Person”) may, to the fullest extent permitted by applicable law and subject to section 97 of the Companies Act and the Bye-laws, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to (a) Subject to Clause 20 (Information, Approvals and Advisors) each Party expressly authorises the investors, limited partners or members of TRGI or its Affiliates and their respective representatives (andParent, to the extent required for such limited partners’ contemplated by this Agreement and subject to the terms hereof, to: (i) share with each other Party any original and any copy of any document, instrument, correspondence, communication and any other information relating to or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or any of its Affiliates (potentially involving the Company or otherwise), and (e) such other persons as TRGI shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” andTransaction Documents, together with the Internal Recipients, the “Permitted Recipients”), any and all non-public including information with respect to the Companyaggregate amount of Consenting Debt and Abstaining Debt (but not, its Subsidiaries or their Affiliates (including in any Person in which the Company holds, or contemplates acquiringcircumstance, an investmentindividual Consenting Creditor’s amount of Consenting Debt or Abstaining Debt, which shall be kept strictly confidential in accordance with Clause 21.11 (Information relating to Individual Holdings)), and the result of any consent or approval process and progress undertaken under this Agreement or pursuant to the implementation and/or consummation of the Transaction; (ii) disclose such documentation and information received by it under or in connection with this Agreement to each other one of them or to all of them; and (“Company Confidential Information”iii) disclose any information and documentation in connection with this Agreement to the relevant Regulator for the purposes of obtaining the relevant clearances and approvals, such disclosure including, in each case for the avoidance of doubt, information relating to Individual Holdings and any documents relating thereto provided that the communication of such information is made in accordance with Clause 21.11 (Information relating to Individual Holdings). (b) Notwithstanding any other provisions of this Agreement, the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after Parent acknowledges that from the date of this Agreement Agreement, they and the Group Counsel and the Group Financial Advisor shall not, without the prior written consent of a Consenting Creditor (or its Trustee if applicable), disclose to TRGI such Consenting Creditor any material non-public information or such TRGI Affiliated Person information that may otherwise restrict the Consenting Creditor or its Representatives in their ability to trade in shares, equity-linked securities or debt instruments or other financial instruments issued by or on behalf the Parent, any member of the Company Group or its Subsidiariestheir affiliates, providedincluding the Debt. Nothing in this paragraph (b) shall prevent the disclosure of information to the Holdco Ad Hoc Group Counsel or the Holdco Ad Hoc Group Financial Advisor. (c) Notwithstanding any other provision of this Agreement, that each Consenting Creditor authorises the Permitted Recipients agree Calculation Agent to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; forward to, and provided further that TRGIotherwise share with, the TRGI Affiliated Persons Company, the Group Counsel, the Group Financial Advisor, any judicial practitioner, administrator, judge or any professional involved for the purpose of the Luxembourgish Proceeding (as applicable), any original and any copy of any document, instrument, correspondence, communication and any other information detailing each Consenting Creditor’s beneficial ownership of amounts outstanding under the Debt Documents and the Permitted Recipients may disclose progress and result of any Company Confidential Information (x) as has become generally available other Creditor’s consent or approval sought pursuant to the public, was or has come into the possession of TRGI this Agreement or the relevant TRGI Affiliated Person Opco Framework Agreement, provided for the avoidance of doubt that no correspondence or Permitted Recipient on a non-confidential basis communication shall be shared to other Parties (including those under the Opco Framework Agreement) or third parties (other than those mentioned in this paragraph (c)) without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use written consent of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosurerelevant Consenting Creditor.

Appears in 1 contract

Sources: Framework Agreement

Sharing of Information. Notwithstanding anything (1) Upon reasonable notice, Seller shall (and shall cause each Seller Subsidiary to) afford FHNC, and its officers, employees, counsel, accountants and other authorized representatives (collectively, "FHNC Agents") access, during normal business hours, to all of Seller's and each Seller Subsidiary's properties, books, contracts, tax returns, commitments and records; Seller shall enable the FHNC Agents to discuss its business affairs, condition (financial and otherwise), assets and liabilities with such third Persons, including, without limitation, its directors, officers, employees, accountants and counsel, as the other party considers necessary or appropriate. Seller shall and shall cause each Seller Subsidiary to furnish promptly to FHNC (a) a copy of each report, schedule and other document filed by it pursuant to the contrary contained in requirements of federal or state securities or banking laws since December 31, 2002, and (b) all other information concerning its business, properties and personnel as the other party hereto may reasonably request, provided that no investigation pursuant to this AgreementArticle shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate this Agreement of, the Company hereby acknowledges and agrees TRGI and its Affiliates or any director or officer of other party hereto. (2) Seller will, upon request, furnish FHNC with all information concerning Seller, the Company that is an Affiliate of TRGI (each, a “TRGI Affiliated Person”) may, to the fullest extent permitted by applicable law and subject to section 97 of the Companies Act and the Bye-laws, use for their own benefit and disclose to their respective Affiliates, partners, principalsSeller Subsidiaries, directors, officers, managers, agents, employees, professional advisers partners and other representatives (the “Internal Recipients”) shareholders and to (a) the investors, limited partners or members of TRGI or its Affiliates and their respective representatives (and, to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates of such limited partners or members), (b) persons who have expressed a bona fide interest in becoming investors, limited partners or members of TRGI or its Affiliates, (c) potential transferees of TRGI’s equity securities in the Company, (d) potential participants in future transactions involving TRGI or any of its Affiliates (potentially involving the Company or otherwise), and (e) such other persons matters as TRGI shall deem may be reasonably necessary or advisable in connection with the conduct of its investment and business activities (the “External Recipients” and, together with the Internal RecipientsProxy Statement/Prospectus, the “Permitted Recipients”), Registration Statement or any and all non-public information with respect to the Company, its Subsidiaries other statement or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person application made by or on behalf of the Company FHNC, Seller or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company Confidential Information (x) as has become generally available to the public, was or has come into the possession of TRGI or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGI, the TRGI Affiliated Person or Permitted Recipient without use of the Company Confidential Information, (y) to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response their respective Subsidiaries to any summons governmental body or subpoena or agency in connection with or material to the Merger and the other transactions contemplated by this Agreement. (3) FHNC will not use any litigation information obtained pursuant to this Section for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and, if the transaction contemplated by this Agreement is not consummated, FHNC will hold all information and documents obtained pursuant to this Article in confidence unless and until such time as such information or arbitrationdocuments otherwise become publicly available or as FHNC is advised by counsel that any such information or document is required by Applicable Law to be disclosed, provided, and in the case event of clauses (y) and (z)the termination of this Agreement, that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure it will deliver to the Company other party hereto all documents so obtained by it and takes all commercially reasonable any copies thereof. In the exercise of its rights pursuant to this Agreement, FHNC shall use its best efforts to minimize disruption to Seller's business operations and lawful actions to avoid and/or minimize the extent business operations of such disclosurethe Seller Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (West Metro Financial Services Inc)

Sharing of Information. Notwithstanding anything to To the contrary contained in this Agreement, the Company hereby acknowledges and agrees TRGI and its Affiliates or any director or officer of the Company that is an Affiliate of TRGI (each, a “TRGI Affiliated Person”) may, to the fullest extent permitted by antitrust, competition or any other applicable law Law, each of PubCo, the Sellers, the Sponsor and subject to section 97 PIF agrees and acknowledges that the directors designated by the Seller Representative and the Sponsor, and the PIF Board Observer designated by PIF, may share confidential, non-public information about PubCo and its subsidiaries (“Confidential Information”) with the Sellers, the Sponsor, the GIC Holders or PIF, as applicable. Each of the Companies Act Sellers, the Sponsor and the Bye-lawsPIF recognizes that it, use for their own benefit and disclose to their respective Affiliates, partners, principals, directors, officers, managers, agents, employees, professional advisers and other representatives (the “Internal Recipients”) and to (a) the investors, limited partners or members of TRGI or its Affiliates and their Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily calculated and for which no remedy at Law would be adequate. Accordingly, each of the Sellers, the Sponsor and PIF covenants and agrees with PubCo that it will not (and will cause its respective representatives controlled Affiliates and Representatives not to) at any time, except with the prior written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (and, a) such information becomes known to the extent required for such limited partners’ or members’ internal reporting obligations, Affiliates public through no fault of such limited partners or members)Party, (b) persons who have expressed disclosure is required by applicable Law (including any filing following the Closing Date with the SEC pursuant to applicable securities laws or any filing required to be made in connection with obtaining CFIUS Clearance) or court of competent jurisdiction or requested by a bona fide interest Governmental Entity; provided, that (other than in becoming investorsthe case of any required filing following the Closing Date with the SEC or in connection with any routine audit or examination as described below) such Party promptly notifies PubCo of such requirement or request and takes commercially reasonable steps, limited partners or members at the sole cost and expense of TRGI or its AffiliatesPubCo, to minimize the extent of any such required disclosure, (c) potential transferees such information was available or becomes available to such Party before, on or after the Effective Date, without restriction, from a source (other than PubCo) without any breach of TRGI’s equity securities in the Company, duty to PubCo or (d) potential participants such information was independently developed by such Party or its Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in future transactions involving TRGI or this Investor Rights Agreement shall prohibit any of its Affiliates (potentially involving the Company or otherwise), and (e) such other persons as TRGI shall deem reasonably necessary in connection with the conduct of its investment and business activities (the “External Recipients” and, together with the Internal RecipientsSellers, the “Permitted Recipients”), any Sponsor and all non-public information with respect to the Company, its Subsidiaries or their Affiliates (including any Person in which the Company holds, or contemplates acquiring, an investment) (“Company Confidential Information”) that is in the possession of TRGI or such TRGI Affiliated Person on the date hereof or disclosed after the date of this Agreement to TRGI or such TRGI Affiliated Person by or on behalf of the Company or its Subsidiaries, provided, that the Permitted Recipients agree to keep such Company Confidential Information confidential on the same terms that TRGI requires with respect to its own confidential information; and provided further that TRGI, the TRGI Affiliated Persons and the Permitted Recipients may disclose any Company PIF from disclosing Confidential Information (x) as has become generally available to the publicany Affiliate, was Representative, limited partner, member or has come into the possession shareholder of TRGI such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of this Section 2.3 by any such Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Party in connection with a routine audit or examination that is not specifically directed at PubCo or the relevant TRGI Affiliated Person or Permitted Recipient on a non-confidential basis without a breach of any confidentiality obligations by such Person disclosing such Company Confidential Information, or has been independently developed by TRGIprovided that such Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any Affiliate of a Seller, the TRGI Affiliated Person Sponsor or Permitted Recipient without use of the Company PIF, unless such Confidential Information, (y) Information is actually provided to the extent necessary in order to comply with any law, order, regulation or ruling applicable to TRGI, or such TRGI Affiliated Person or Permitted Recipient, or to a regulatory agency with applicable jurisdiction, and (z) as may be required in response to any summons or subpoena or in connection with any litigation or arbitration, provided, in the case of clauses (y) and (z), that TRGI, the TRGI Affiliated Person or Permitted Recipient provides prior written notice of such required disclosure to the Company and takes all commercially reasonable and lawful actions to avoid and/or minimize the extent of such disclosurePerson.

Appears in 1 contract

Sources: Investor Rights Agreement (Churchill Capital Corp III)