Cleansing. The Issuer shall, in accordance with the terms of the non-disclosure agreement between the Issuer and AlbaCore Capital LLP dated 3 March 2023 (the “AlbaCore NDA”), publish an announcement in relation to the financing made available to the Issuer under the terms of this Agreement in accordance with the provisions of paragraph 5 of the AlbaCore NDA.
Cleansing. Notwithstanding anything, under any of the Settlement Documents or otherwise, the receipt of Confidential Information shall not in any way limit or restrict VIVUS or any of its affiliates, and does not constitute, and shall not be construed to create, a standstill or any other restriction whatsoever on the ability of VIVUS or any of its affiliates to (i) purchase or sell securities or other instruments, including those of a Group Member, (ii) purchase or sell any such companies substantially in their entirety (whether by merger, asset sale or otherwise), (iii) provide financing to any such companies or (iv) conduct similar activities in the ordinary course of VIVUS or any of its affiliates’ businesses in the same manner as they are presently conducted. In the event that any Confidential Information disclosed to VIVUS constitutes material nonpublic information about Metuchen or any Group Member, within 5 days following the end of each quarterly fiscal period or any material breach or default or a Settlement Document, Petros shall file a document (the “Cleansing Document”) containing such Confidential Information (or an appropriate summary thereof) (the “Disclosure Information”) with the SEC, including appropriate exceptions for information disclosed to VIVUS’s outside advisors and specifically designated as “non-cleansing” or “advisors’ eyes only” information (or other similar designation) with XXXXX’ prior written consent. As promptly as practicable, but in no event less than 48 hours before the filing of the Cleansing Document, Xxxxxx will provide VIVUS with a draft of the Cleansing Document and will consider in good faith any timely comments VIVUS has with respect to the Cleansing Document. In the event that Xxxxxx fails to timely file the required Cleansing Document or such Cleansing Document does not contain all of the Disclosure Information as determined by VIVUS based on the advice of its legal counsel, then Petros, on behalf of itself and any Group Member, agrees that VIVUS or its representatives (each an “Authorized Cleansing Party”) shall be authorized to make available to the public at any time more than two (2) business days thereafter (and notwithstanding if this Agreement has been terminated) all the Disclosure Information not so disclosed by Xxxxxx in a single disclosure; provided that before any such disclosure such Authorized Cleansing Party shall (i) so long as (but only if) the Cleansing Document is delivered by Xxxxxx, notify Petros of i...
Cleansing. The Company agrees to publicly disseminate, on or before September 30, 2022, information shared with the Investors in connection with the transactions contemplated by this Agreement pursuant to the terms of the Confidential Disclosure Agreement entered into between the Company and each Investor, which such information the Company deems to be “material,” as reasonably determined by the Company in its sole judgment.
Cleansing. At its own expense do all things necessary relating to disinfecting or cleansing of the Hangar Site or abating any nuisance thereupon or in any way relating to the Licensee's use of the Hangar Site in accordance with any notice from any Authority or the Club which may be received by it or left upon the Hangar Site or served upon the Club or the Licensee by or from any Authority at any time during the term of this License within the time specified in such notice or otherwise provided by law and will indemnify the Club from and against the consequences of any failure by the Licensee to comply with the requirements of any such Notice.
Cleansing. The Licensee shall be responsible for cleaning of all areas within the Licence Area. The Licensee shall be responsible for removal and disposal of the litter and rubbish on a regular basis as directed by the Director during the Licence Period and to increase the frequency of disposal as the Director deems necessary. The Licensee shall be responsible for cleansing of the Licence Area and removal of all litter and rubbish left behind by the Licensee upon the end of the Licence Period as may be directed by the Director.
Cleansing. The Lessee is obliged to provide for a proper cleansing of the Premises at its own expenses by means of its employees or suppliers, or the Administrator.
Cleansing. The Company hereby agrees to publicly disclose on or before 8:30 a.m., New York City time, on the eleventh Trading Day following the Effective Date, on a Current Report on Form 6-K (and attaching the form of this Agreement as an exhibit to such filing (including all schedules and attachments), the "6-K Filing"), the transactions as contemplated by this Agreement in accordance with applicable laws, rules and regulations. Immediately following the filing of the 6-K Filing, the Holder shall not be in possession of any material, nonpublic information received from the Company, Quoin, any of their respective Subsidiaries or any of its respective officers, directors, affiliates, employees or agents, that is not disclosed in the 6-K Filing. In addition, effective upon the filing of the 6-K Filing, each of Quoin and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between Quoin and/or the Company, any of their respective Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Holder and its affiliates will rely on the foregoing representations in effecting transactions in securities of the Company. The Company shall not disclose the name of the Holder or any of its affiliates in the 6-K Filing or in any other filing, announcement, release or otherwise without the prior written consent of the Holder.
Cleansing. If and to the extent legally required to enable the Bidder to acquire shares in the Company in connection with the Exchange Offer and subject to the Management Board’s fiduciary duties under German law at the relevant point in time, the Company shall, at the Bidder’s reasonable request, issue a cleansing statement pursuant to Article 17 of the MAR or through a press release at the relevant point in time.
Cleansing. The creation of business rules and programs that will cleanse legacy data or convert it into the new system data formats.
Cleansing. Notwithstanding anything to the contrary in this Section 6.10 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing to the Purchaser that the transaction with respect to an Issuance (or proposed Issuance) has been abandoned or shall publicly disclose its intention to issue or the issue of the securities which are the subject of an Issuance or proposed Issuance and the Offered Securities, in either case, in such a manner such that the Purchaser will not be in possession of any material, non-public information at the time of the issue of securities to the Purchaser under this Section 6.10. If no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be in possession of any material, non-public information with respect to the Company.
