Mutual Non-Disparagement Clause Example with 10 Variations from Business Contracts
This page contains Mutual Non-Disparagement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Mutual Non-Disparagement. (a) Each Investor agrees that, until the expiration of the Restricted Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members and Associates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declarati...on, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until the expiration of the Restricted Period, neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor or any of its agents or representatives (collectively, the "Investor Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Representatives . (c) Notwithstanding the foregoing, nothing in this Section 10 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party must provide written notice to the other Parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 10(a) and 10(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) and 10(b) if such statement by the other party was made in breach of this Agreement.View More
Variations of a "Mutual Non-Disparagement" Clause from Business Contracts
Mutual Non-Disparagement. (a) Each Investor The Macellum Group agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates Related Persons not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoi...ng), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory towards, or critical of, or negative toward, the Company or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business any Company Representative or the Company's business; provided, however, that the foregoing shall not prevent the Macellum Group from privately communicating to the Company, or any directors or executive officers of the Company Representatives. factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. (b) The Company hereby agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates executive officers or directors will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory towards, or critical of, or negative toward, any Investor the Macellum Group or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Investor 12 "Macellum Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor the Macellum Group or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Macellum Group, any Investor, its business Macellum Representative or the Macellum Group's business; provided, however, that the foregoing shall not prevent private communications to the Macellum Group or Macellum Representatives of factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any of person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the Investor Representatives . party from whom information is sought. (c) Notwithstanding the foregoing, nothing in this Section 10 24 or elsewhere in this Agreement shall prohibit any Party party to this Agreement from making any statement or disclosure required under the federal securities laws or other applicable laws; laws, rules or regulations so long as such requirement is not due to a breach by any party of this Agreement; provided, that such Party must party must, to the extent legally permissible and practicable, provide written notice to the other Parties party at least two five business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, laws, and shall reasonably consider any comments of such the other Parties. (d) party. The limitations set forth in Section 10(a) Sections 24(a) and 10(b) 24(b) shall not prevent any party to this Agreement from responding to any public statement made by the other party of the nature described in Section 10(a) Sections 24(a) and 10(b) 24(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) a. Each Investor agrees that, until the earlier of (i) the expiration of the Restricted Period, Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three business days following written notice from such Investor of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not to, dire...ctly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, of the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates. For purposes of this Agreement, "Restricted Period" shall mean the period commencing on the date of this Agreement and ending at 11:59 p.m., Eastern Time, on the date that is the earlier of (x) ten (10) business days prior to malign, harm, disparage, defame or damage the reputation or good name expiration of the Company, its business or any advance notice period for the submission by stockholders of director nominations for consideration at the 2019 Annual Meeting (as set forth in the advance notice provisions of the Company Representatives. (b) Company's Bylaws) or (y) one hundred (100) calendar days prior to the first anniversary of the 2018 Annual Meeting. b. The Company hereby agrees that, until the earlier of (i) the expiration of the Restricted Period, Period and (ii) any material breach of this Agreement by an Investor (provided that such Investor shall have 4 three business days following written notice from the Company of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory of, the Investors or critical of, their Affiliates or negative toward, any Investor Associates or any of its their agents or representatives (collectively, the "Investor Representatives"), Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries Affiliates or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Representatives . (c) Associates. c. Notwithstanding the foregoing, nothing in this Section 10 6 or elsewhere in this Agreement shall prohibit any Party party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, provided that such Party party must provide provide, to the extent legally permissible, advance written notice to the other Parties parties, and to the extent practicable, at least two business days in advance, prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited by the provisions of this Section 8, 6, and reasonably consider any comments of such other Parties. (d) parties. d. The limitations set forth in Section 10(a) 6(a) and 10(b) 6(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) 6(a) and 10(b) 6(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor The Stockholder agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three business days following written notice from the Stockholder of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates a...nd Associates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by the Stockholder (provided that the Stockholder shall have three business days following written notice from the Company of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor the Stockholder or its Affiliates or Associates or any of its their officers, employees, agents or representatives (collectively, the "Investor Representatives"), "Stockholder Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor the Stockholder or its subsidiaries Affiliates or Affiliates, Associates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, the Stockholder, its business or any of the Investor Representatives . Stockholder Agents. (c) Notwithstanding the foregoing, nothing in this Section 10 7 or elsewhere in this Agreement shall prohibit any Party party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party party must provide provide, to the extent legally permissible, advance written notice to the other Parties parties, and to the extent practicable, at least two business days in advance, prior to making any such 14 statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited by the provisions of this Section 8, 7, and reasonably consider any comments of such other Parties. parties. (d) The limitations set forth in Section 10(a) 7(a) and 10(b) 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) 7(a) and 10(b) 7(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the expiration earlier of the Restricted Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members and Associates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, d...eclaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three business days following written notice from the Investor Group of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor toward the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Investor "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates; provided, however, that the foregoing shall not prevent the Investor Group from privately communicating to the Company, any directors or executive officers of the Company, any of the Investor Group's potential investors or investors, or any stockholder of the Company, factual information based on publicly available information. 9 (b) The Company hereby agrees that, until the earlier of (i) the expiration of the Standstill Period and (ii) any material breach of this Agreement by an Investor (provided that the Investor Group shall have three business days following written notice from the Company of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory toward any Investor or its Related Persons, or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates, or Affiliates; provided, however, that the foregoing shall not prevent the Company from privately communicating to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the an Investor Representatives . factual information based on publicly available information. (c) Notwithstanding the foregoing, nothing in this Section 10 6 or elsewhere in this Agreement shall prohibit any Party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that to the extent permitted and practicable, such Party must provide written notice to the other Parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, 6, and reasonably consider any comments of such other Parties. (d) The limitations set forth in Section 10(a) 6(a) and 10(b) 6(b) shall not prevent any party Party from responding to any public statement made by the other party Party of the nature described in Section 10(a) 6(a) and 10(b) 6(b) if such statement by the other party Party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates Related Persons not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, co...mment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory towards, or critical of, or negative toward, the Company or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business any Company Representative or the Company's business; provided, however, that the foregoing shall not prevent the Investor Group from privately communicating to the Company, or any directors or executive officers of the Company Representatives. factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. Within twenty-four hours of the execution of this Agreement, the Investor Group shall terminate all access to www.createvalueatkohls.com and any other website hosted, directly or indirectly, by the Investor Group with respect to the Company. (b) The Company hereby agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates executive officers or directors will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory towards, or critical of, or negative toward, any Investor or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Investor Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business any Investor Representative or any Investor's business; provided, however, that the 18 foregoing shall not prevent private communications to the Investor Group or Investor Representatives of factual information based on publicly available information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information is sought. Within twenty-four hours of the execution of this Agreement, the Company shall terminate all access to www.kohlsmomentum.com and any other website hosted, directly or indirectly, by the Company with respect to the Investor Representatives . Group's nomination of directors for election at the 2021 Annual Meeting. (c) Notwithstanding the foregoing, nothing in this Section 10 25 or elsewhere in this Agreement shall prohibit any Party party to this Agreement from making any statement or disclosure required under the federal securities laws or other applicable laws; laws, rules or regulations so long as such requirement is not due to a breach by any party of this Agreement; provided, that such Party must party must, to the extent legally permissible and practicable, provide written notice to the other Parties party at least two five business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, laws, and shall reasonably consider any comments of such the other Parties. (d) party. The limitations set forth in Section 10(a) Sections 25(a) and 10(b) 25(b) shall not prevent any party to this Agreement from responding to any public statement made by the other party of the nature described in Section 10(a) Sections 25(a) and 10(b) 25(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until during the expiration Standstill Period (and except for periods when the Investor Group shall have the right to suspend its obligations under Section 3 of the Restricted Period, this Agreement pursuant to Section 3(g) of this Agreement), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not to, directly or indirectly, in any capacity or manner, publicly make, express, tr...ansmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until during the expiration Standstill Period (and except for periods when the Investor Group shall have the right to suspend its obligations under Section 3 of the Restricted Period, this Agreement pursuant to Section 3(g) of this Agreement), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor the Investors or their Affiliates or Associates or any of its their agents or representatives (collectively, the "Investor Representatives"), Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries Affiliates or Affiliates, Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of any Investor, its business business, or any of the Investor Representatives . Agents. (c) Notwithstanding the foregoing, nothing in this Section 10 8 or elsewhere in this Agreement shall prohibit any Party person from (i) reporting possible violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder, or (ii) making any other statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party must provide written notice to the other Parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, and reasonably consider any comments of such other Parties. laws. 17 (d) The limitations set forth in Section 10(a) Sections 8(a) and 10(b) 8(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) and 10(b) Sections 8(a) or 8(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three business days following written notice from such Investor of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not ...to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise communicate in any way publicly state (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents agents, or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by an Investor (provided that such Investor shall have three business days following written notice from the Company of any material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not 9 to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise communicate in any way publicly state (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor the Investors or their Affiliates or Associates or any of its agents or representatives (collectively, the "Investor Representatives"), Investor Agents, or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries Affiliates or Affiliates, Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of any Investor, its business or any of the Investor Representatives . Agents. (c) Notwithstanding the foregoing, nothing in this Section 10 7 or elsewhere in this Agreement shall prohibit any Party party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, provided that such Party party must provide provide, to the extent legally permissible, advance written notice to the other Parties parties, and to the extent practicable, at least two business days in advance, prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited by the provisions of this Section 8, 7, and reasonably consider any comments of such other Parties. parties. (d) The limitations set forth in Section 10(a) Sections 7(a) and 10(b) 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) and 10(b) 7(a) or 7(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three (3) business days following written notice from such Investor of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not ...to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives. Representatives; provided, however, that the provisions of this Section 7 shall not limit in any respect the actions of the New Director or any replacement director in his or her capacity as such, recognizing that such actions are subject to such director's fiduciary duties to the Company and its shareholders (it being understood and agreed that neither the Investors nor any of their Affiliates or Associates shall seek to do indirectly through the New Director anything that would be prohibited if done by any of the Investors or their Affiliates and Associates). (b) The Company hereby agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by a Investor (provided that such Investor shall have three (3) business days following written notice from the Company of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor or any of its agents or representatives (collectively, the "Investor Representatives"), Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries or Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Representatives . Agents; provided, however, that the provisions of this Section 7 shall not limit in any respect the actions of the Company or any director of the Company in his or her capacity as such, recognizing that such actions are subject to such director's fiduciary duties to the Company and its shareholders. (c) Notwithstanding the foregoing, nothing in this Section 10 7 or elsewhere in this Agreement shall prohibit any Party party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party party must provide written notice to the other Parties parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, 7, and reasonably consider any comments of such other Parties. parties. (d) The limitations set forth in Section 10(a) 7(a) and 10(b) 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) 7(a) and 10(b) 7(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by the Company (provided that the Company shall have three (3) business days following written notice from such Investor of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not ...to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates, or to malign, harm, disparage, defame or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until the earlier of (i) the expiration of the Restricted Period, Standstill Period and (ii) any material breach of this Agreement by an Investor (provided that such Investor shall have three (3) business days following written notice from the Company of material breach to remedy such material breach if capable of remedy), neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might 15 EXECUTION COPY reasonably be construed to be derogatory or critical of, or negative toward, any Investor the Investors or their Affiliates or Associates or any of its their agents or representatives (collectively, the "Investor Representatives"), Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries Affiliates or Affiliates, Associates, or to malign, harm, disparage, defame or damage the reputation or good name of any Investor, its business or any of the Investor Representatives . Agents. (c) Notwithstanding the foregoing, nothing in this Section 10 7 or elsewhere in this Agreement shall prohibit any Party party from making any statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party party must provide written notice to the other Parties parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited by the provisions of this Section 8, 7, and reasonably consider any comments of such other Parties. parties. (d) The limitations set forth in Section 10(a) 7(a) and 10(b) 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) 7(a) and 10(b) 7(b) if such statement by the other party was made in breach of this Agreement. View More
Mutual Non-Disparagement. (a) Each Investor agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates, Family Members Affiliates and Associates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the fore...going), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its directors, officers, Affiliates, Associates, subsidiaries, employees, agents or representatives (collectively, the "Company Representatives"), or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, Affiliates or Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of the Company, its business or any of the Company Representatives. (b) The Company hereby agrees that, until the expiration of the Restricted Standstill Period, neither it nor any of its Affiliates will, and it will cause each of its Affiliates not to, directly or indirectly, in any capacity or manner, publicly make, express, transmit, speak, write, verbalize verbalize, or otherwise publicly communicate in any way (or cause, further, assist, solicit, encourage, support support, or participate in any of the foregoing), any remark, comment, message, information, declaration, communication communication, or other statement of any kind, whether verbal, verbal or in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, any Investor the Investors or their Affiliates or Associates or any of its their agents or representatives (collectively, the "Investor Representatives"), Agents"), or that reveals, discloses, incorporates, is based upon, discusses, includes includes, or otherwise involves any confidential or proprietary information of any Investor or its subsidiaries Affiliates or Affiliates, Associates, or to malign, harm, disparage, defame defame, or damage the reputation or good name of any Investor, its business business, or any of the Investor Representatives . Agents. 12 (c) Notwithstanding the foregoing, nothing in this Section 10 7 or elsewhere in this Agreement shall prohibit any Party person from (i) reporting possible violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder, or (ii) making any other statement or disclosure required under the federal securities laws or other applicable laws; provided, that such Party must provide written notice to the other Parties at least two business days prior to making any such statement or disclosure required by under the federal securities laws or other applicable laws that would otherwise be prohibited the provisions of this Section 8, and reasonably consider any comments of such other Parties. laws. (d) The limitations set forth in Section 10(a) Sections 7(a) and 10(b) 7(b) shall not prevent any party from responding to any public statement made by the other party of the nature described in Section 10(a) and 10(b) Sections 7(a) or 7(b) if such statement by the other party was made in breach of this Agreement. View More
