Company Disclosure. The Employee acknowledges and agrees that the Company, its stockholders and/or its directors and officers have no duty or obligation to disclose to the Employee any material information regarding the business of the Company or affecting the value of Common Stock at any time while the Employee is employed by the Company or any of its subsidiaries and at any time following the termination of the Employee’s employment with the Company or any of its subsidiaries, including without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or entity.
Company Disclosure. To the extent not previously publicly disclosed, the Company shall (a) no later than 9:30 am (Eastern Time) on the first business day after the date on which this Subscription Agreement is executed by the Investor and the Company, (i) issue one or more press releases (collectively, the “Press Release”) announcing the execution of the Transaction Agreement by the parties thereto and (ii) file a copy of the Press Release with the SEC on Form 8-K to which a copy of the Investor Presentation is also an exhibit and (b) by the end of the second business day following the date on which this Subscription Agreement is executed (the “Disclosure Time”) file an additional Form 8-K disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated by the Transaction Agreement and the Subscription Agreements. From and after the Disclosure Time, the Company represents to the Investor that it shall have publicly disclosed all material, non-public information delivered to the Investor by the Company or any of its officers, directors, employees or agents in connection with the transactions contemplated by this Subscription Agreement, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the Company or any of its affiliates, relating to the transactions contemplated by this Subscription Agreement.
Company Disclosure make reasonably available for inspection by the representatives of the Holders, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such representatives or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply all relevant information reasonably requested by such representative or any such underwriter, attorney, accountant or agent in connection with the registration; and
Company Disclosure. No representation or warranty of the Company herein, no exhibit or schedule hereto, and no information contained or referenced in the Company Disclosure, when read together, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.
Company Disclosure. None of the representations or warranties of the Company set forth in this Agreement contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Company Disclosure. No representation or warranty by the Company in this Agreement (including, without limitation, Company SEC Reports), schedule or certificate furnished or to be furnished by the Company or any of its representatives pursuant to the provisions hereof or in connection with the transactions contemplated hereby, contains as of the date hereof any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading.
Company Disclosure. Schedule Article 2............. 17
Company Disclosure. The Director acknowledges and agrees that the Company, its stockholders and its officers have no duty or obligation to disclose to the Director any material information regarding the business of the Company or affecting the value of Common Stock at any time while the Director is a member of the Board, other than in the normal course of serving as a Director and at any time following the termination of the Director's service on the Board.
Company Disclosure. The Company shall, on or before 8:30 a.m., New York City time, on the fourth (4 th) business day after the date of this Agreement, issue a press release disclosing all the material terms of the transactions contemplated by this Agreement. On or before 8:30 a.m., New York City time, on the fourth (4 th) business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement in the form required by the Securities Exchange Act of 1934, as amended, and including as exhibits thereto all the material transaction documents (including, without limitation, this Agreement, and the form of Amended Conversion Warrants, Amended Series A Warrants and Amended Notes).
Company Disclosure. The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Consultant will use and rely upon Information, Proprietary Information or other factual material furnished by the Company, a third party provider, or their respective employees and representatives, without independent verification or evaluation. Accordingly, Consultant assumes no responsibility for the accuracy and completeness of the Information or other factual material. The Company:
a. will cooperate with Consultant and will furnish Consultant with all reasonably required Information and Proprietary Information concerning the Company and any financial information or organizational or transactional information which Consultant reasonably deems appropriate;
b. will provide Consultant with access to the Company’s officers, directors, employees, independent accountants and legal counsel for the purpose of performing Consultant’s obligations pursuant to this Agreement, and;
c. represents that all Information and factual material furnished to Consultant pursuant to this Agreement shall, to the Company’s knowledge, be accurate and complete in all material respects at the time provided, and that, if the Information factual material disclosed becomes materially inaccurate, incomplete or misleading during the term of Consultant’s engagement hereunder, the Company shall promptly advise Consultant in writing.
