/Docs/F/US/00/Agt/Acquire/Shares/MSPA/Annex/NDA/0.md
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Certain Defined Terms
As used in this agreement,- the term “{_Company}” means, as to any person, such person’s affiliates, and its and their directors, officers, managers, general partners, members, employees and agents, advisors (including without limitation, financial advisors, legal counsel, and accountants), and controlling persons; the term “affiliate” has the meaning given to that term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and the term “person” means natural persons and all legal persons, including, without limitation, any corporation, general or limited partnership, limited liability company, trust, or other entity or company.
- the term “{_Evaluation_Material}” means all information concerning the {_Company} or its subsidiaries (whether furnished before or after the date hereof, whether prepared by the {_Company}, its {_Representatives}, or otherwise, whether or not marked as being confidential and regardless of the form of communication, including oral as well as written and electronic communications) that is furnished to you or to your {_Representatives} by or on behalf of the {_Company}. The term “{_Evaluation_Material}” also includes all notes, analyses, compilations, studies, interpretations, and other documents prepared by you or your {_Representatives} that contain, reflect, or are based upon, in whole or in part, the information that the {_Company} or the {_Company}’s {_Representatives} furnish to you or your {_Representatives}. The term “{_Evaluation_Material}” does not include information that (i) has become generally known to the public other than as a result of a disclosure by the {_Company} or the {_Company}’s {_Representatives}, (ii) was within your possession prior to its being furnished to you by or on behalf of the {_Company}, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, the {_Company} or any other person with respect to such information, or (iii) has become available to you on a nonconfidential basis from a source other than the {_Company} or any of the {_Company}’s {_Representatives} if such source was not bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, the {_Company} or any other person with respect to such information.