Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, (but in no event prior to 9:15 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, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.
Appears in 1 contract
Samples: Securities Purchase Agreement (China Armco Metals, Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York time, (but in no event prior to 9:15 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 8:30 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the fourth second (4th2nd) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants ) and the form of the Registration Rights AgreementWarrants) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its the Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material nonpublic information so provided. In the event of a breach of any of the foregoing covenants by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosuredisclosure of such information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that that, in the case of clause (i) ), each Buyer shall be consulted by the Company in connection with have received a draft of any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer in any filingfiling (other than the 8-K Filing), announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, a.m. (but in no event prior to 9:15 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, a.m. (but in no event prior to 9:15 a.m.), New York time) , on the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants ) and the form of the Registration Rights AgreementSubscription Units) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect hereto) after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of it Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Marina Biotech, Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York time, (but in no event prior to 9:15 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, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 exhibits and schedules to this Agreement, other than the Disclosure Schedules), the form of the Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”); provided, however, that if the Company issues a press release on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, which press release contains a description of all material terms of the transactions contemplated by the Transaction Documents, the Company shall be permitted to make the 8-K Filing on or before 5:30 p.m., New York time, on the fourth (4th) Business Day after the date of this Agreement. From and after the issuance of the Press Releasepress release or 8-K Filing, whichever is earlier, the Company shall have disclosed all material, non-public information (if any) delivered 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release press release or 8-K Filing, as the case may be, without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the press release or the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filingfiling (other than the 8-K Filing), announcement, release or otherwise., except as may be required by applicable law and regulations. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries..
Appears in 1 contract
Samples: Securities Purchase Agreement (Marathon Patent Group, Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York timeCity Time, (but in no event prior to 9:15 a.m., New York time) on the first (1st) second 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 Documentshereby. On or before 9:30 8:30 a.m., New York timeCity Time, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) first Business Day after following the date of this AgreementClosing Date, the 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrants and Warrant, the Security Documents, the form of Escrow Agreement, the form of Control Account Agreement and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with in respect to of such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer and other than as required by applicable law, neither the applicable BuyerCompany, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) or anyone acting on their behalf shall disclose the name of such any Buyer in any filing, announcement, release amendment or otherwise.
Appears in 1 contract
Samples: Securities Purchase Agreement (AFG Enterprises USA, Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, shall (i) on or before 9:30 a.m., 8:30 a.m. New York timetime on the date of this Agreement, if this Agreement is executed and delivered prior thereto, and (but in no event prior to 9:15 a.m., ii) on or before 8:30 a.m. New York time) 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., if this Agreement is executed and delivered after 8:30 a.m New York time, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Indenture, the Supplemental Indenture, the form of Warrants the Notes, the form of the Warrants, the form of the Security Documents and the form of the Registration Rights AgreementGuaranties) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing without the express prior written consent of such Buyer. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any obligation of confidentiality with respect to any information that the Company provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such material non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filingfiling (other than the 8-K Filing), announcement, release or otherwise.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. The Company shallhas, on or before 9:30 8:30 a.m., New York City time, (but in no event prior to 9:15 a.m., New York time) on the first (1st) fourth Business Day after the date of this AgreementOriginal Agreement was executed, issue issued 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, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file hereby and filed 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrants the Initial Notes, the form of Warrant, the form of Registration Rights Agreement, the form of Lock-Up Agreements, the form of Security Documents) as exhibits to such filing (including all attachments, the "Initial 8-K Filing"). The Company shall, on or before 8:30 a.m., New York City time, on the fourth Business Day after this Agreement is executed, issue a press release reasonably acceptable to the Buyers, disclosing all material terms of the transactions contemplated hereby and file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act, and attaching this Agreement (and all schedules to this Agreement) and the form of the Registration Rights Agreement) Additional Notes as exhibits to such filing (including all attachments, the “Additional 8-K Filing” and, together with the Initial 8-K Filing, the “8-K Filings”). From and after the issuance each of the Press Release8-K Filings, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filings. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release 8-K Filings without the express prior written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing, announcement, release or otherwiseotherwise except where such disclosure is required by applicable law and regulations (including the rules and regulations of any applicable Eligible Market), provided the Company agrees that unless otherwise required by such law or regulations, it shall disclose any such names only through a Transaction Document that is filed as an exhibit to a report or other filing made with the SEC; provided further, that such Buyer shall be consulted by the Company in connection with any such filing, announcement, release or other public disclosure prior to its release.
Appears in 1 contract
Samples: Securities Purchase Agreement (SouthPeak Interactive CORP)
Disclosure of Transactions and Other Material Information. The Company shallshall use its commercially reasonable efforts to, on or before 9:30 8:30 a.m., New York City time, on the date hereof (but in no event prior to 9:15 a.m., case later than 8:30 a.m. New York City time) , on the first (1st) Business Day after following the date of this Agreement), (i) issue a one or more press release releases (collectively, the “Press Release”) reasonably acceptable to describing the Buyers disclosing all the material terms of the transactions contemplated by the Transaction DocumentsDocuments and the Exchange Transaction Documents and (ii) file a Current Report on Form 8-K attaching the Press Release. The Company shall consult with the Buyer in connection with the Press Release and related Current Report on Form 8-K prior to its release and/or filing. On or before 9:30 8:30 a.m., New York City time, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this AgreementAgreement has been executed, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the Exchange 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 Warrants Notes and the form of the Registration Rights Agreement) such other items as may be required as exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall consult with the Buyer in connection with the 8-K Filing prior to its filing. From and after the issuance of the Press Release, the Company Buyer shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction DocumentsPress Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release with the Commission without the express prior written consent of such Buyerparty. If the Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o)agents, in addition to any other remedy provided herein or in the Transaction Documents, such the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No The Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, nonpublic information to the Buyer without such party’s consent, the Company hereby covenants and agrees that such party shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Press Release and the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such the Buyer in any other filing, announcement, release or otherwise.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hutchinson Technology Inc)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York time, (but in no event prior to 9:15 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 8:30 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the fourth second (4th2 nd) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants and the form of the Registration Rights AgreementWarrants) (including all attachments, the ““ 8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its the Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer, except as expressly contemplated by Section 4(m)(viii). If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material nonpublic information so provided. In the event of a breach of any of the foregoing covenants by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosuredisclosure of such information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that ( providedthat, in the case of clause (i) ), each Buyer shall be consulted by the Company in connection with have received a draft of any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer in any filingfiling (other than the 8-K Filing), announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, (but in no event prior to 9:15 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 City time, (but in no event prior to 9:15 a.m.on the first Business Day following the date of this Agreement, the Company shall issue a press release disclosing all of the material terms of the Transactions Documents. On or before 5:30 p.m., New York City time) , on the fourth (4th) first Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants Certificate of Designations and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “Initial 8-K Filing”). On or before 9:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the “Additional 8-K Filing,” and together with the Initial 8-K Filing, the “8-K Filings”). From and after the issuance filing of the Press ReleaseInitial 8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction DocumentsInitial 8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release Initial 8-K Filing with the SEC without the express prior written consent of such BuyerBuyer or as may be required under the terms of the Transaction Documents. In If a Buyer has, or believes it has, received any such material, nonpublic information regarding the event of a breach by the Company, any of its Subsidiaries, Company or any of its Subsidiaries from the Company or their respective officersany Subsidiary, directorsit may provide the Company with written notice thereof. If the Company agrees, employees in its reasonable determination, that such information is material and agents nonpublic, the Company shall, within five (5) Trading Days (as determined defined in the reasonable good faith judgment Certificate of Designations) of receipt of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o)notice, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosurenonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market (except to the extent that such names appear in this Agreement or the other Transaction Documents or the Registration Statement required to be filed with the SEC).
Appears in 1 contract
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the first (1st) Business Day after the date of this Agreement, may 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 9:30 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Trading Day after the date of this AgreementExecution Date, the 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, a form of this Agreement (and all schedules to this Agreement), the form of Warrants ) and the form forms of the Registration Rights all exhibits to this Agreement) (including all attachments, the “8-K Filing”). From and after the issuance As of the Press Releasefiling of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers Purchasers by the Company or any of its Subsidiaries, 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, 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 Purchasers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release Execution Date without the express prior written consent of such BuyerPurchaser, and no such Purchaser shall request any information that would cause the Company to be in violation of this provision. In The Company shall at all times comply with its obligations under Regulation FD. To the event extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of a breach by the Company, any of its Subsidiariesconfidentiality with respect to, or any of its or their respective officersa duty not to trade on the basis of, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (regulations, provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable BuyerPurchaser, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer Purchaser in any filing, announcement, release or otherwise, except as the Company has been advised by its counsel as may be required by law including the Rules of the SEC or in response to written comments of the Staff of the SEC. Notwithstanding the foregoing, in no event will the Company have an obligation to disclose any information which a Purchaser receives from a member of the Company’s board of directors that is an affiliate of such Purchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (OWC Pharmaceutical Research Corp.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York timeCity Time, (but in no event prior to 9:15 a.m., New York time) on the first (1st) Business Day after business day following the date of this AgreementClosing Date, 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 Documentshereby. On or before 9:30 8:30 a.m., New York timeCity Time, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after first business day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act Exchange Act, and attaching all the material Transaction Documents agreements (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrants and the form of the Registration Rights AgreementWarrant) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection the Press Release, unless the Purchaser is party to an effective confidentiality agreement with the transactions contemplated by the Transaction DocumentsCompany. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release without the express prior written consent of such BuyerPurchaser. In If a Purchaser has, or believes it has, received any such material, nonpublic information regarding the event of a breach by the Company, Company or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in it may provide the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosureCompany with written notice thereof. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of Nasdaq and the SEC (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Purchaser or as included in the applicable BuyerShelf Registration Statement or any Additional Registration Statement, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer Purchaser in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York City time, (but in no event prior to 9:15 a.m., New York time) on the first (1st) Business Day after the date of this Agreement, (A) 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, hereby and (but in no event prior to 9:15 a.m., New York timeB) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrants Put Option Agreement, the form of the Certificate of Designations and the form of the Registration Rights AgreementWarrant) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance of the Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction DocumentsPress Release. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of the respective officers, directors, or agents, other than as required in writing by such Buyer, it may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Msgi Security Solutions, Inc)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the first third (1st3rd) 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, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Private 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 Warrants and the form of the Registration Rights Agreement) (including all attachmentsattachments thereto, the “8Initial 6-K Filing”). From and The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the issuance date of the Press Release, Court Order file a Report of Foreign Private Issuer on Form 6-K disclosing that the Company shall have disclosed all material, nonCourt Order was obtained and that the Closing will occur on such Business Day (the “Court Order 6-public information (if any) delivered 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 DocumentsK Filing”). The Company shall notshall, on or before 8:30 a.m., New York time, on the first (1st) Business Day following each day on which Additional Shares are issued file a Report of Foreign Private Issuer on Form 6-K disclosing that the Company issued Additional Shares and the Company shall cause number of Additional Shares that were so issued (each of its Subsidiaries an “Additional Shares Issuance 6-K Filing” and each of its together with the Initial 6-K Filing and their respective officersthe Court Order 6-K Filing, directors, employees and agents, not to, provide any Buyer with any material, noncollectively the “6-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such BuyerK Filings”). In the event of a breach by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor any Buyer Claimant shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any BuyerClaimant, to make issue any press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the 8applicable 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Claimant shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable BuyerClaimant, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer Claimant in any filingfiling (other than the 6-K Filings), announcement, release or otherwise.
Appears in 1 contract
Samples: Exchange Agreement (Freeseas Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, 5:30 p.m. (but in no event prior to 9:15 a.m.5:15 p.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, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants the Notes and the form of the Registration Rights AgreementWarrants) (including all attachments, the “Initial 8-K Filing”). The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the Additional Closing Date, (x) issue a press release reasonably acceptable to the Buyers disclosing all the material terms of the transactions consummated at the Additional Closing and (y) file a Current Report on Form 8-K describing all the material terms of the transactions consummated at the Additional Closing in the form required by the 1934 Act (the “Additional 8-K Filing” and collectively with the Initial 8-K Filing, the “8-K Filings”). From and after the issuance filing of the Press ReleaseInitial 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release Initial 8-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filingfiling (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Converted Organics Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 9:15 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the first (1st) Business Day after the date of this Agreement, issue a one or more press release releases (collectively, the “Press Release”) reasonably acceptable to the Buyers each Buyer disclosing all the material terms of the transactions contemplated by hereby and any other material, nonpublic information that the Transaction DocumentsCompany may have provided a Buyer at any time prior to the filing of the Press Release, including, without limitation, the pending sale of the Underwritten Shares and the material terms thereof. On or before 9:30 9:15 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the fourth first (4th1st) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act hereby and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrants and the form of the Registration Rights Agreement) as an exhibit (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval disclosure of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)information. Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer or its investment adviser in any filing, announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law or Principal Market regulations, in which case the Company shall provide the applicable Buyers with prior notice of such disclosure permitted hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lakeland Bancorp Inc)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, (but in no event prior to 9:15 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 City time, (but in no event prior to 9:15 a.m.on the first Business Day following the date of this Agreement, the Company shall issue a press release disclosing all of the material terms of the Transactions Documents. On or before 5:30 p.m., New York City time) , on the fourth (4th) first Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants Certificate of Designations and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"Initial 8-K Filing”"). On or before 9:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the "Additional 8-K Filing," and together with the Initial 8-K Filing, the "8-K Filings"). From and after the issuance filing of the Press ReleaseInitial 8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction DocumentsInitial 8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release Initial 8-K Filing with the SEC without the express prior written consent of such BuyerBuyer or as may be required under the terms of the Transaction Documents. In If a Buyer has, or believes it has, received any such material, nonpublic information regarding the event of a breach by the Company, any of its Subsidiaries, Company or any of its Subsidiaries from the Company or their respective officersany Subsidiary, directorsit may provide the Company with written notice thereof. If the Company agrees, employees in its reasonable determination, that such information is material and agents nonpublic, the Company shall, within five (5) Trading Days (as determined defined in the reasonable good faith judgment Certificate of Designations) of receipt of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o)notice, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosurenonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market (except to the extent that such names appear in this Agreement or the other Transaction Documents or the Registration Statement required to be filed with the SEC).
Appears in 1 contract
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York timeCity Time, (but in no event prior to 9:15 a.m., New York time) on later than 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 hereby. The Company shall provide the Transaction DocumentsBuyer an advance copy of the Press Release and agrees to consider comments that the Buyer may provide but shall nevertheless be entitled to make such disclosure as it deems appropriate to meet its disclosure obligations under the 34 Act. On or before 9:30 8:30 a.m., New York timeCity Time, (but in no event prior to 9:15 a.m., New York time) on later than the fourth (4th) third Business Day after following the date of this AgreementClosing Date, the 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreementwithout the schedules), the form of Warrants Warrant and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance of the Press Release, the Company Buyer shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction DocumentsPress Release. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release without the express prior written consent of such Buyer. In the event of a breach by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (Buyer pursuant to a Confidentiality and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwiseNondisclosure Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Discovery Laboratories Inc /De/)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the first (1st) Business Day after the date of this Amended 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, (but in no event prior to 9:15 a.m., New York time) on the fourth first (4th1st) Business Day after the date of this Amended Agreement, the Company shall file a Current Report of Foreign Issuer 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 Amended Agreement (and all schedules to this Amended Agreement), the form of Warrants ) and the form of the Registration Rights AgreementStatement of Designations) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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, 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 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release date hereof without the express prior written consent of such Buyer. In the event of a breach by the Company, any of its Subsidiaries, Buyer (which may be granted or any of its or their respective officers, directors, employees and agents (as determined withheld in the reasonable good faith judgment of such Buyer) of 's sole discretion). As used herein “Business Day” means any of the foregoing covenants or any of the covenants contained in Section 4(o)day other than a Saturday, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release Sunday or other public disclosure with respect to such transactions (i) day on which commercial banks in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is New York, New York are authorized or required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwiseremain closed.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cantabio Pharmaceuticals Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 8:30 a.m., New York time, (but in no event prior to 9:15 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 DocumentsDocuments . On or before 9:30 8:30 a.m., New York time, (but in no event prior to 9:15 a.m., New York time) on the fourth second (4th2nd) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants and the form of the Registration Rights AgreementWarrants) (including all attachments, the ““ 8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its the Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer, except as expressly contemplated by Section 4(m)(viii). If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material nonpublic information so provided. In the event of a breach of any of the foregoing covenants by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosuredisclosure of such information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (( provided that that, in the case of clause (i) ), each Buyer shall be consulted by the Company in connection with have received a draft of any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer in any filingfiling (other than the 8-K Filing), announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Valley Forge Composite Technologies, Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., 8:00 a.m. New York time, (but in no event prior to 9:15 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, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Warrants the Notes and the form of the Registration Rights AgreementWarrants) (including all attachments, the “Initial 8-K Filing”). The Company shall, on or before 8:00 a.m., New York time, on the first (1st) Business Day immediately following each Additional Closing Date, (x) issue a press release reasonably acceptable to the Buyers disclosing the occurrence of such Additional Closing and (y) file a Current Report on Form 8-K disclosing the occurrence of such Additional Closing in the form required by the 1934 Act (each, an “Additional 8-K Filing” and collectively with the Initial 8-K Filing, the “8-K Filings”). From and after the issuance filing of the Press ReleaseInitial 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered 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. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release Initial 8-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filingfiling (other than the 8-K Filings), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Converted Organics Inc.)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, (but in no event prior to 9:15 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, (but in no event prior to 9:15 a.m., New York time) on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by 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 Indenture, the forms of Supplemental Indentures, the forms of the Warrants and the form forms of the Registration Rights AgreementNotes) (including all attachments, the “Series A 8-K Filing”). From Filing”).From and after the issuance filing of the Press ReleaseSeries A 8-K Filing (but prior to the delivery of a Ser, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The file a Current Report on Form 8-Kthe “Series B 8-K Filing”, and together with the Series A 8-K Filing, the “8-K Filings”) reasonably acceptable to and attaching such Series B Closing Notice and all material Transaction Documents with respect to such Series B Closing (to the extent not previously included in a filing with the SEC)From and after the filing of Series B 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to 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. Except with respect to the delivery of the Series B Closing Notice in accordance with Section 1(b)(ii), the Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release Series A 8-K Filing without the express prior written consent of such Buyer. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any obligation of confidentiality with respect to any information that the Company provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such material non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer) of any of the foregoing covenants or any of the covenants contained in Section 4(o), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Ethanol, Inc.)
