Disclosure of Transaction. The SPAC shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Date, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 a.m., New York time, on the first (1st) Business Day after the Subscription Date, the SPAC shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC shall have disclosed all material, non-public information (if any) provided to any of the Buyers by any BC Entity or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between any BC Entity or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Adagio Medical Holdings, Inc.), Security Subscription Agreement (Adagio Medical Holdings, Inc.), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first fourth (1st4th) Business Day after the Subscription Datethe] date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first fourth (1st4th) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form Certificate of Security Documents, the form of Investor Rights Agreement, Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Auddia Inc.), Securities Purchase Agreement (Auddia Inc.)
Disclosure of Transaction. The SPAC Partnership shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Partnership shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching executed copies or forms of all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of NotesSeries A Preferred Units, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, LP Amendment and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after In connection with the issuance of the Press Release, the filing of the 8-K FilingFiling and the Partnership’s earnings conference call on the date hereof, the SPAC Partnership shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Partnership or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Partnership acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Partnership, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Emerge Energy Services LP), Securities Purchase Agreement
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the [first (1st) Business Day after the Subscription Datethe] date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on [the first (1st) Business Day after the Subscription Datethe] date of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form Certificate of Security Documents, the form of Investor Rights Agreement, Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Edoc Acquisition Corp.), Securities Purchase Agreement (Edoc Acquisition Corp.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first fourth (1st4th) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first fourth (1st4th) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, and the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Amarantus Bioscience Holdings, Inc.), Securities Purchase Agreement (Amarantus Bioscience Holdings, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of NotesCertificate of Designations, the form of Preferred Warrants, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Voting Agreement and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of GuarantiesLock-Up Agreements, the form Certificate of Security Documents, the form of Investor Rights Agreement, Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Health Acquisition Corp.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers lead Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Patriot National, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Pledge Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gaucho Group Holdings, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the WarrantsVoting Agreements, the form of Guaranties, Leak-Out Agreements the form of Security Documents, the form of Investor Rights AgreementGuaranty, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. .On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the WarrantsInvestor Note, the form of Guaranties, the form of Security Documents, the form of Investor Rights Leak-Out Agreement, and the form of the Registration Rights Agreement, the form of Master Netting Agreement and the form of Note Purchase Agreement) (including all attachments, the “8-K Filing”). From Filing”).From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In Xxxxxxxxx.Xx addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cure Pharmaceutical Holding Corp.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Documents and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Boston Therapeutics, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the WarrantsInvestor Note, the form of GuarantiesMaster Netting Agreement, the form of Note Purchase Agreement, the form of Voting Agreements, the form of Leak-Out Agreements the form of Security Documents, the form of Investor Rights AgreementGuaranty, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Pledge Agreement and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, Series A-1 Certificate of Designations and the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of GuarantiesPledge Agreement, the form of Security Documents, the form of Investor Rights Agreement, Voting Agreement and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Blue Hat Interactive Entertainment Technology)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first second (1st2nd) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Purchasers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first second (1st2nd ) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Purchasers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Purchasers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of Investor Note, the form of the Warrants, the form of GuarantiesPledge Agreement, the form of Security DocumentsMaster Netting Agreement and the form of Note Purchase Agreement, the form of Investor Rights Agreement, Pledge Agreement and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (China SXT Pharmaceuticals, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, Notes and the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “"Press Release”") reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Warrant and the form of the Registration Rights AgreementStatement of Designations) (including all attachments, the “8"6-K Filing”"). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “"Press Release”") reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of NotesPreferred Shares, the form of the RD Warrants, the form of Guarantiesthe PIPE Warrants, the form of Security DocumentsRD Statement of Designations, the form of Investor Rights Agreement, PIPE Statement of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8"6-K Filing”"). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Diana Containerships Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers lead Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Notes and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.. 4812-8381-8166v.6
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers each Purchaser disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to each Purchaser by the Company or any of the Buyers by any BC Entity its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers each Purchaser or any of their its affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notesthe Preferred Warrants, the form of the Common Warrants, the form of Guaranties, the form Certificate of Security Documents, the form of Investor Rights Agreement, Designations and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lytus Technologies Holdings PTV. Ltd.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to the Buyer by the Company or any of the Buyers by any BC Entity its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Buyer or any of their its affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Exchange Agreement (Ault Alliance, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers lead Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of Investor Note, the form of the Warrants, the form of Guarantiesthe Registration Rights Agreement, the form of Security Documents, the form of Investor Rights Agreement, Master Netting Agreement and the form of the Registration Rights Note Purchase Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.. (ii)
Appears in 1 contract
Samples: Execution Copy Securities Purchase Agreement (Phunware, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first second (1st2nd) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first second (1st2nd) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, and the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all but not the schedules to this Agreement), the form of Notes, Notes and the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 8:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 8:30 a.m., New York time, on the first fourth (1st4th) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all excluding the schedules to this Agreement, unless the schedules include any material, non-public information, in which case, they shall be disclosed), the form of Notes, the form of the Warrants, the form of GuarantiesWarrant, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of Investor Note, the form of the Warrants, the form of Guarantiesthe Registration Rights Agreement, the form of Security Documents, the form of Investor Rights Agreement, Master Netting Agreement and the form of the Registration Rights Note Purchase Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Real Goods Solar, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, Guaranties and the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Delcath Systems, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to form of this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Investor Note, the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Documents and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Infinity Energy Resources, Inc)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 8:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 8:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, and the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Information Technology, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m.7:00 p.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 a.m.7:00 p.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of NotesRegistration Rights Agreement, the Indenture, the form of the Warrantseach Supplemental Indenture, the form forms of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Warrants and the form forms of the Registration Rights AgreementNotes) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Purchasers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of NotesDebentures, the form of the Warrants, the form of Guaranties, Guaranty and the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Purchasers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Purchasers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (DraftDay Fantasy Sports, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of Investor Note, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor the Registration Rights Agreement, the form of Master Netting Agreement, the form of Voting Agreement, the form of Leak-Out Agreement and the form of the Registration Rights Note Purchase Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Toughbuilt Industries, Inc)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Notes and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rock Creek Pharmaceuticals, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, Lock-Up Agreement and the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of NotesIndenture, the form of the WarrantsSupplemental Indentures, the form of Guaranties, the form of Security Documents, the form of Investor Rights Voting Agreement, and the form of the Registration Rights AgreementNotes) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Subsidiary Guaranties, the form of Security DocumentsParent Guaranty, the form of Investor Rights Personal Guaranty, the form of Lockup and Voting Agreement, the form of Security Documents and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (BitNile Metaverse, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 8:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 8:30 a.m., New York time, on the first fourth (1st4th) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all excluding the schedules to this Agreement, unless the schedules include any material, non-public information, in which case, they shall be disclosed), the form of NotesNote, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights AgreementWarrant, and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to Buyer by the Company or any of the Buyers by any BC Entity its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Buyer or any of their its affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers and the Placement Agent disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), ) and the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (KushCo Holdings, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of NotesPreferred Shares, the form of the Preferred Warrants, the form of Guarantiesthe Common Warrants, the form of Security Documents, the form Certificate of Investor Rights Agreement, Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Esports Entertainment Group, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Purchasers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Purchasers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Purchasers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Pledge Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Gaucho Group Holdings, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Notes and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Globus Maritime LTD)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:15 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers leadinitial Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before No later than 5:30 a.m.p.m., New York time, on the first fourth (1st4th) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K FilingPress Release, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Buyersinitial Buyer by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing issuance of the 8-K FilingPress Release, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Omnibus Amendment (PARETEUM Corp)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights AgreementLock-Up Agreements, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (EF Hutton Acquisition Corp I)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to the Buyer by the Company or any of the Buyers by any BC Entity its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Buyer or any of their its affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, this Agreement and the form of the Registration Rights Agreement) Note (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers each Buyer or any of their its affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the [first (1st) Business Day after the Subscription Datethe] date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on [the first (1st) Business Day after the Subscription Datethe] date of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Asset Purchase Agreement, the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Registration Rights Agreement, Agreement and the form of the Registration Rights Letter Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Windtree Therapeutics Inc /De/)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Samples: Securities Purchase Agreement (ECD Automotive Design, Inc.)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights AgreementGuaranty) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, Notes and the form of the Registration Rights AgreementVoting Agreements) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
Appears in 1 contract
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription DateNovember 23, 2015, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:00 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file on the XXXXX system of the SEC (i) a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, and the form of the Warrants, the form of Guaranties, the form of Security Documents, the form of Investor Rights Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”)) and (ii) a Preliminary Prospectus relating to the transaction contemplated by the Transaction Documents. From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
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Samples: Securities Purchase Agreement (Clean Diesel Technologies Inc)
Disclosure of Transaction. The SPAC Company shall, on or before 9:00 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 9:30 a.m., New York time, on the first (1st) Business Day after the Subscription Datedate of this Agreement, the SPAC Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of GuarantiesCertificate of Designations, the form of Security Documents, the form Super Voting Certificate of Investor Rights Agreement, Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the SPAC Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any BC Entity of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, each BC Party the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any BC Entity of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
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