Common use of Disclosure of Transaction Clause in Contracts

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Report of Foreign Issuer on Form 6-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 the Warrants) (including all attachments, the “6-K Filing”). From and after the filing of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 3 contracts

Samples: Securities Purchase Agreement (Dogness (International) Corp), Securities Purchase Agreement (Color Star Technology Co., Ltd.), Securities Purchase Agreement (Dogness (International) Corp)

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Disclosure of Transaction. The Company shall, on or before 9:30 9:15 a.m., New York time, on the 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 3 contracts

Samples: Securities Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Tellurian Inc. /De/), Securities Purchase Agreement (Workhorse Group Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 3 contracts

Samples: Securities Purchase Agreement (CBAK Energy Technology, Inc.), Securities Purchase Agreement (Kandi Technologies Group, Inc.), Securities Purchase Agreement (Kandi Technologies Group, Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 9:15 a.m., New York time, on the date after the 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Liqtech International Inc)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 Voting Agreement, the form of Security Documents and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Crown Electrokinetics Corp.)

Disclosure of Transaction. The Company shall, on or before 9:30 9:15 a.m., New York time, on the date 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (PARETEUM Corp)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m.5:30 p.m., New York time, on the 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first (1st) Business Day after the date of this AgreementFebruary 3, 2021, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Mohawk Group Holdings, Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this AgreementJuly 22, 2021, the Company shall file a Current Report of Foreign Issuer on Form 68-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 and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) (including, without limitation, with respect to any potential mergers, acquisitions and/or the proposed Lomotif Transaction) provided to any of the Buyers by the Company Issuers or any of its their 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 Press Release8-K Filing, the Company each Issuer acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Companyeach Issuer, any of its their 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 (Vinco Ventures, Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this AgreementFebruary 22, 2021, the Company shall file a Current Report of Foreign Issuer on Form 68-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 and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) (including, without limitation, with respect to any potential mergers, acquisitions and/or the proposed Lomotif transaction) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Vinco Ventures, Inc.)

Disclosure of Transaction. The Company shallmay, on or before 9:30 a.m., New York time, on the day following the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Holders disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on the first (1st) Business Day after day following the date of this Agreement, the Company shall file a Report of Foreign Private Issuer on Form 6-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 Note, the form of the Warrant and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “6-K Filing”). The Lead Holder shall be given a reasonable period of time to review the Form 6-K Filing prior to its filing and provide any reasonable comments to the Company in advance of its filing date. From and after the filing of the Press Release6-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Holders by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 Subscription Agreement (Fusion Fuel Green PLC)

Disclosure of Transaction. The Company shall, on On or before 9:30 9:00 a.m., New York time, on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Report of Foreign Issuer on Form 6-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 Guaranties, the form of Security Agreement, the form of Pledge Agreement, the form of Lock-Up Agreement, and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “6-K Filing”). From and after the filing of the Press Release6-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Visionary Holdings Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 9:00 a.m., New York time, on the first (1st) Business Day after the date 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 9:30 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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), and the form of the Warrants) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers each Purchaser by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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

Samples: Note Purchase Agreement (Ault Alliance, Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 9:00 a.m., New York time, on the first (1st) Business Day after the date 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 9:30 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Buyer by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 Company shall, on or before 9:30 No later than 9:15 a.m., New York time, on the date of this AgreementAgreement (or, if this Agreement is executed after such time, no later than 9:15 a.m. the following day), the Company shall 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the filing issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 terminatehave terminated and none of the Buyers will be subject to any such obligation after the issuance of the Press Release.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tellurian Inc. /De/)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 a.m., New York time, on the first second (1st2nd) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 AgreementAgreement to the extent material), the form of the Preferred Warrants, the form of the Common Warrants, the form of Certificate of Designations and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Oblong, Inc.)

Disclosure of Transaction. The Company shall, on or before Between 9:00 a.m. New York City time and 9:30 a.m., New York time, on in each case, unless sooner filed in a registration statement under the date of this Agreement, issue 1933 Act or a press release (periodic report under the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time1934 Act, on the first (1st) Business Day after following the date of this AgreementClosing Date, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the WarrantsCertificate of Designation) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Asset Entities Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the date of this AgreementAugust 17, 2020, (i) 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 9:30 a.m., New York time, on the first Documents and (1stii) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing earlier of the 8-K Filing and the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 earlier of the 8-K Filing and the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (ONCOSEC MEDICAL Inc)

Disclosure of Transaction. The Company shall, on or before No later than 9:30 a.m., New York time, on the date of this Agreement, the Company shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers Holders disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Holders by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the filing issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Holders or any of their affiliates, on the other hand, shall terminateterminated and none of the Holders have been subject to any such obligation since the issuance of the Press Release.

Appears in 1 contract

Samples: Securities Exchange Agreement (Agrify Corp)

Disclosure of Transaction. The Company shall, on or before No later than 9:30 a.m., New York time, on the date of this Agreement, the Company shall 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the filing issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 terminatehave terminated and none of the Buyers have been subject to any such obligation since the issuance of the Press Release.

Appears in 1 contract

Samples: Securities Purchase Agreement (AMERICAN BATTERY TECHNOLOGY Co)

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Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Report of Foreign Issuer on Form 6-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 the Warrants) (including all attachments, the “6-K Filing”). From and after the filing of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (ATIF Holdings LTD)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m.5:00 p.m., New York time, on the date following the 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 9:30 No later than 9:15 a.m., New York time, on the first (1st) Business Day after the date of this AgreementDecember 2, 2020, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Mohawk Group Holdings, Inc.)

Disclosure of Transaction. The Company shall, on or before Between 9:00 a.m. New York City time and 9:30 a.m., New York time, on in each case, unless sooner filed in a registration statement under the date of this Agreement, issue 1933 Act or a press release (periodic report under the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time1934 Act, on the first (1st) second Business Day after following the date of this AgreementClosing Date, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the WarrantsCertificate of Designations) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Jet.AI Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 9:15 a.m., New York time, on the date 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Buyersinitial Buyer by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 Company shall, on or before 9:30 a.m., New York time, on the date of this AgreementDisclosure Deadline, 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this AgreementDisclosure Deadline, the Company shall file a Current Report of Foreign Issuer on Form 68-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 Certificate of Designations, and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Company or any 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 (Cero Therapeutics Holdings, Inc.)

Disclosure of Transaction. The Company shall, on At or before 9:30 9:00 a.m., New York time, on Tuesday, November 28, 2023, the date of this Agreement, Company shall issue a press release or file a Current Report on Form 8-K (the a Press ReleaseSigning Announcement”) reasonably acceptable to the Buyers Holders disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the issuance or filing of the Press ReleaseSigning Announcement, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Holders by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the issuance or filing of the Press ReleaseSigning Announcement, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Holders or any of their affiliates, on the other hand, shall terminatehave terminated and none of the Holders have been subject to any such obligation since the issuance or filing of the Signing Announcement.

Appears in 1 contract

Samples: Securities Exchange Agreement (Velo3D, Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m.shall no later than 5:00 p.m., New York time, on the date of this AgreementAugust 11, 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 9:30 a.m.2022, New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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, to the extent material), the form of Notes, the form of the Warrants, the form of Security Documents (to the extent material), the form of Lock-Up Agreement and the form of the WarrantsRegistration Rights Agreement) (including all attachmentsthe attachments thereto, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Smith Micro Software, Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the 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 9:30 a.m.No later than 5:30 p.m., New York time, on the first fourth (1st4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Plug Power Inc)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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, form of this Agreement (and all schedules to this Agreement), and the form of the Warrants) Note (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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

Samples: Securities Exchange Agreement (Amyris, Inc.)

Disclosure of Transaction. The Company shall, on or before Between 9:00 a.m. New York City time and 9:30 a.m., New York time, on in each case, unless sooner filed as exhibits to a registration statement under the 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 9:30 a.m., New York time1933 Act, on the first (1st) Business Day after following the date of this AgreementClosing Date, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the WarrantsCertificate of Designations) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Biotricity Inc.)

Disclosure of Transaction. The Company shall, on On or before 9:30 a.m., New York time, on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 Guaranty, the form of Voting and Lockup Agreement, the form of Master Netting Agreement and the form of the WarrantsNote Purchase Agreement) (including all attachments, the “68-K Filing”). From and after the filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 Press Release8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (Helios & Matheson Analytics Inc.)

Disclosure of Transaction. The Company shall, on or before 9:30 a.m.after 1:00 p.m., New York time, time and prior to 3:00 p.m New York time (with at least fifteen (15) minutes prior telephonic notice and e-mail notice to the Buyers of the time of release of such Press Release (as defined below)) on the 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 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 68-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 the Warrants) (including all attachments, the “68-K Filing”). From and after the filing release of the Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any 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 release of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any 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 (PARETEUM Corp)

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