SECTION 5.04
CONFIDENTIALITY; PUBLIC ANNOUNCEMENT.
(A)
EXCEPT AS SET FORTH IN SECTION 5.04(B), ALL INFORMATION FURNISHED
BY ASSIGNEE TO COMPANY OR BY COMPANY TO ASSIGNEE, INCLUDING THE CONFIDENTIAL
INFORMATION, IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER TRANSACTION
DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AS WELL AS THE
TERMS, CONDITIONS AND PROVISIONS OF THIS AGREEMENT AND ANY OTHER TRANSACTION
DOCUMENT, SHALL BE KEPT CONFIDENTIAL BY THE RECIPIENT THEREOF, AND SHALL BE USED
BY THE RECIPIENT THEREOF ONLY IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER
TRANSACTION DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
NOTWITHSTANDING THE FOREGOING, ASSIGNEE MAY DISCLOSE SUCH INFORMATION TO ITS
PARTNERS, DIRECTORS, EMPLOYEES, MANAGERS, OFFICERS, INVESTORS, BANKERS,
ADVISORS, TRUSTEES AND REPRESENTATIVES, SOURCES OF FINANCE, PURCHASERS OF
INTERESTS AND ASSIGNEE'S CONSULTANTS ON A NEED-TO-KNOW BASIS, PROVIDED THAT SUCH
PERSONS SHALL BE INFORMED OF THE CONFIDENTIAL NATURE OF SUCH INFORMATION AND,
SHALL BE OBLIGATED TO KEEP SUCH INFORMATION CONFIDENTIAL PURSUANT TO THE TERMS
OF THIS SECTION 5.04(A) OR WITH RESPECT TO FINANCIAL INSTITUTIONS, OTHER SOURCES
OF FINANCE AND FIDUCIARIES, ACCORDING TO THEIR CUSTOMARY PRACTICES.
(B)
COMPANY AND ASSIGNEE SHALL (I) AGREE, AS OF THE CLOSING, UPON THE
FORM AND CONTENT OF THE INITIAL PRESS RELEASE BY COMPANY WITH RESPECT TO THE
TRANSACTION AND (II) AGREE, SUBJECT TO THE COMPANY'S OBLIGATION TO COMPLY WITH
APPLICABLE LAW, UPON THE FORM OF THE INITIAL SEC FILINGS BY COMPANY WITH RESPECT
TO THE TRANSACTION.
ANY SUBSEQUENT DISCLOSURES BY COMPANY WITH RESPECT TO THE
TRANSACTION SHALL, EXCEPT AS OTHERWISE AGREED BY ASSIGNEE, BE SUBSTANTIALLY
CONSISTENT IN TERMS OF CONTENT WITH THE INITIAL SEC FILINGS, PROVIDED, HOWEVER,
THAT THE COMPANY MAY MAKE ANY SUBSEQUENT DISCLOSURES WITH RESPECT TO THE
TRANSACTION WITHOUT THE CONSENT OF ASSIGNEE AS MAY IN ITS REASONABLE JUDGMENT
BASED ON ADVICE OF OUTSIDE COUNSEL BE REQUIRED BY APPLICABLE LAW, PROVIDED
FURTHER THAT (X) COMPANY PROVIDES NOTICE TO ASSIGNEE PRIOR TO SUCH DISCLOSURE,
TOGETHER WITH THE FORM OF PROPOSED DISCLOSURE, WITH SUFFICIENT TIME FOR ASSIGNEE
TO COMMENT, TAKING INTO ACCOUNT THE TIME LEGALLY REQUIRED FOR RESPONSE (WHICH
NOTICE SHALL IN ANY EVENT BE GIVEN AT LEAST ****** DAYS PRIOR TO THE DATE THE
RESPONSE IS REQUIRED BY APPLICABLE LAW OR, IN THE EVENT DISCLOSURE IS REQUIRED
BY APPLICABLE LAW IN A PERIOD OF LESS THAN ****** DAYS, IMMEDIATELY UPON COMPANY
BECOMING AWARE THAT SUCH DISCLOSURE MAY BE REQUIRED) AND (Y) COMPANY AND
CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE
COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
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ITS OUTSIDE COUNSEL ONLY REJECTS ANY OBJECTIONS OR REQUESTS THAT ASSIGNEE MAY
HAVE IN CONNECTION WITH SUCH DISCLOSURE ON REASONABLE GROUNDS.
SECTION 5.05
QUARTERLY REPORTS AND BUSINESS REPORTS, AND MEETINGS.
COMPANY SHALL, PROMPTLY AFTER THE END OF EACH FISCAL QUARTER OF COMPANY (BUT IN
NO EVENT LATER THAN ****** DAYS FOLLOWING THE END OF SUCH QUARTER), PRODUCE AND
DELIVER TO ASSIGNEE A QUARTERLY REPORT AND BUSINESS REPORT FOR SUCH QUARTER,
TOGETHER WITH A CERTIFICATE OF A SENIOR OFFICER OF COMPANY, CERTIFYING THAT TO
THE ACTUAL KNOWLEDGE OF THE COMPANY THAT