On the date hereof, the Board shall, in accordance with the Company’s governance documents:
Capital Stock and Related Matters. The Certificate of Formation of the Company authorizes the Company to issue 10,000,000 shares of common stock, and no shares of preferred stock. As of the date of December 31, 2020, 6,501,024 shares of the Company’s common stock and no shares of Company’s preferred stock are issued and outstanding. All of the outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. Other than pursuant to the Company’s equity incentive plans duly adopted by the Company’s board of directors, there are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of the Company or obligating the Company to grant, extend or enter into any such agreement or commitment to any Person other than the Company.
With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:
Related Agreements. At each Offering, the Company shall enter into the following additional agreements:
Confidentiality. Each Agent, each Lender and each L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed # to its Affiliates and to its and its Affiliates’ respective partners, directors, trustees, officers, employees, agents, advisors (including accountants, legal counsel and other advisors) and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); # to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners); # to the extent required by applicable laws or regulations or by any subpoena or similar legal process; # to any other party to this Agreement; # in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement, any suit, any other Loan Document or the enforcement of rights hereunder or thereunder; # subject to an agreement containing provisions substantially the same as those of this [Section 11.07], to # any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or # any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the obligations of the Loan Parties; # with the consent of the Borrowers; # to the extent such Information # becomes publicly available other than as a result of a breach of this [Section 11.07] or # becomes available to each Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrowers; or # to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, each Agent and may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to each Agent and in connection with the administration, settlement and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. “Information” means all information received from any Loan Party or any Restricted Subsidiary relating to any Loan Party or any Restricted Subsidiary or their respective businesses, other than any such information that is available to any Agent, any Lender or any L/C Issuer on a non-confidential basis prior to disclosure by any Loan Party or any Restricted Subsidiary, provided that, in the case of information received from any Loan Party or any Restricted Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this [Section 11.07] shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Confidentiality. Each Lender agrees to hold any confidential information which it may receive from the Company or any of its Subsidiaries pursuant to this Agreement in confidence, except for disclosure # to its Affiliates and to other Lenders and their respective Affiliates, # to legal counsel, accountants and other professional advisors to such Lender or to a Transferee, # to regulatory officials, # to any Person as requested pursuant to or as required by law, regulation or legal process, # to any Person as may be required by law in connection with any legal proceeding to which such Lender is a party, # to such Lenders direct or indirect contractual counterparties in interest rate swap agreements or credit derivative transactions relating to the Loans or to legal counsel, accountants and other professional advisors to such counterparties or to any credit insurance providers relating to the Borrowers and their obligations, # as permitted by [Section 13.4], # to rating agencies if requested or required by such agencies in connection with a rating relating to the Advances hereunder, # to the extent such information # becomes publicly available other than as a result of a breach of this [Section 10.9] or # becomes available to the Administrative Agent, any Issuing Bank or any lender on a non-confidential basis from a source other than the Company or any of its Subsidiaries or # with the consent of the Company.
Confidentiality. Employee and Albany understand and agree that # the existence and terms of this agreement are strictly confidential; # they will not disclose the terms of this agreement to any third party, unless requested to do so by any state, federal or local regulatory, prosecutorial or administrative agency or body of competent jurisdiction, or court of competent jurisdiction. However, nothing herein shall preclude Employee from discussing the contents hereof with his family, accountant, tax adviser or legal advisor.
Confidentiality. Each party shall hold and cause its advisors and consultants to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all information (other than any such information relating solely to the business or affairs of such party) concerning the other parties hereto furnished it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been # previously known by the party to which it was furnished, # in the public domain through no fault of such party, or # later lawfully acquired from other sources not under a duty of confidentiality by the party to which it was furnished), and each party shall not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants who shall be advised of and agree to be bound by the provisions of this Section 5.3. Each party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own
Confidentiality. Pennypacker agrees to hold in strict confidence and, except as [[Organization A:Organization]] may otherwise authorize in writing, not disclose to any person, entity or organization, any confidential information that he received, acquired or reviewed in connection with the performance of his employment on behalf of [[Organization A:Organization]]. For purposes of paragraph 10 (and the subparagraphs), “confidential information” includes [[Organization A:Organization]]’s customer/client information, supplier information, product information, design and construction information, pricing and profitability information, sales and marketing strategies and techniques, and business ideas or practices. The restriction on use and disclosure contained in this subparagraph shall not apply to such information that is of general knowledge in the industry through no fault or act of his own.
Confidentiality. [[Organization C:Organization]] shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection law, rules and regulations that are applicable to the Purchased Assets and/or any applicable terms of this Agreement (the “Confidential Information”). [[Organization C:Organization]] understands that the Confidential Information may contain “nonpublic personal information”, as that term is defined in Section 509(4) of the Gramm-Leach-Bliley Act (the “GLB Act”), and [[Organization C:Organization]] agrees to maintain such nonpublic personal information that it receives hereunder in accordance with the GLB Act and other applicable federal and state privacy laws. [[Organization C:Organization]] shall implement such physical and other security measures as shall be necessary to # ensure the security and confidentiality of the “nonpublic personal information” of the “customers” and “consumers” (as those terms are defined in the GLB Act) of [[Organization B:Organization]] or any Affiliate of [[Organization B:Organization]] which [[Organization B:Organization]] holds # protect against any threats or hazards to the security and integrity of such nonpublic personal information, and # protect against any unauthorized access to or use of such nonpublic personal information. [[Organization C:Organization]] shall, at a minimum establish and maintain such data security program as is necessary to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information as set forth in the Code of Federal Regulations at 12 C.F.R. Parts 30, 208, 211, 225, 263, 308, 364, 568 and 570. Upon request, [[Organization C:Organization]] will provide evidence reasonably satisfactory to allow [[Organization B:Organization]] to confirm that [[Organization C:Organization]] has satisfied its obligations as required under this [Section 11]. Without limitation, this may include [[Organization B:Organization]]’s review of audits, summaries of test results, and other equivalent evaluations of [[Organization C:Organization]] [[Organization C:Organization]] shall notify [[Organization B:Organization]] immediately following discovery of any breach or compromise of the security, confidentiality, or integrity of nonpublic personal information of the customers and consumers of [[Organization B:Organization]] or any Affiliate of [[Organization B:Organization]] provided directly to [[Organization C:Organization]] by [[Organization B:Organization]] or such Affiliate. [[Organization C:Organization]] shall provide such notice to [[Organization B:Organization]] by personal delivery, by facsimile with confirmation of receipt, or by overnight courier with confirmation of receipt to the applicable requesting individual.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.