Common use of Disclosure of Transactions and Other Material Information Clause in Contracts

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m., New York City time, on the fourth (4th) Business Day following (i) the date of this Agreement the Company shall issue a press release and file a current report on Form 8-K describing the terms of the transactions contemplated by this Agreement, in the form required by the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-K”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 Act. In addition, following the Closing, the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K”). A reasonable time prior to issuing any press release referred to in the previous two sentences, the Company shall provide the Buyer with a copy of the proposed press release and shall consult with the Buyer with respect to the content of such press release and Pre-Closing 8-K, or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed by the Buyer. Subject to the foregoing, none of the Company and the Subsidiaries nor the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the Buyer, to make any press release or other public disclosure with respect to such transactions in substantial conformity with the Pre-Closing 8-K or the Post-Closing 8-K, as the case may be (provided that the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release and consider in good faith any comments proposed by the Buyer) and (ii) either party may make such disclosure as is required by applicable Law.

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m.8:30 a.m., New York City time, on the fourth (4th) first Business Day following (i) the date of this Agreement Agreement, the Company shall issue a press release and file a current report Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (andAgreement, as appropriate, any other Transaction Documentthe form of Warrant and the form of the Registration Rights Agreement) as an exhibit exhibits to such filing (including such attachmentall attachments, the “Pre-Closing 8-K”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to Filing”). From and after the transactions contemplated hereby, in filing of the form required by the 1934 Act. In addition, following the Closing, the Company may file a press release and a Form 8-K relating to Filing with the Closing SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company from and after the filing of the transactions contemplated hereby to 8-K Filing with the extent deemed appropriate by SEC without the Company (express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the “Post-Closing 8‑K”). A reasonable time prior to issuing any press release referred to in the previous two sentencesCompany, the Company it shall provide the Buyer Company with a copy written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Warrants) of the proposed press release and shall consult with the Buyer with respect to the content receipt of such press release and Pre-Closing 8-Knotice, or Post-Closing 8-Kmake public disclosure of such material, as the case may be, and consider in good faith any comments proposed by the Buyernonpublic information. Subject to the foregoing, none of Neither the Company and the Subsidiaries nor the any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Pre-Closing 8-K or the Post-Closing 8-K, Filing and contemporaneously therewith and (ii) as the case may be 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 any applicable Buyer, neither the Company nor any affiliates shall disclose the name of such Buyer in any filing, announcement, release and consider or otherwise other than in good faith any comments proposed by connection with the Buyer) and (ii) either party may make Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure as is required by applicable Lawlaw, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m., New York City time, on the fourth second (4th2nd) Business Day following (i) the date of this Agreement the Company shall issue a press release and file a current report on Form 8-K describing the terms of the transactions contemplated by this Agreement, in the form required by the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-K”), and (ii) the Stockholders’ Meeting (and any Subsequent Stockholders’ Meeting), the Company shall issue a press release (if deemed necessary or appropriate by the Company) and shall file a current report on Form 8-K regarding the results of the matters voted upon at the Stockholders’ Meeting or Subsequent Stockholders’ Meeting and such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 ActAct (each, a “Post-Stockholders’ Meeting 8-K”). In addition, following the Closing, Closing the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K8-K”). A reasonable time prior to issuing any press release referred to in the previous two sentences, the Company shall provide the Buyer with a copy of the proposed press release and shall consult with the Buyer with respect to the content of such press release and Pre-Closing 8-K, Post-Stockholders’ Meeting 8-K or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed by the Buyer. Subject to the foregoing, none of the Company and the Subsidiaries nor the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the Buyer, to make any press release or other public disclosure with respect to such transactions in substantial conformity with the Pre-Closing 8-K, a Post-Stockholders’ Meeting 8-K or the Post-Closing 8-K, as the case may be (provided that the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release and consider in good faith any comments proposed by the Buyer) and (ii) either party may make such disclosure as is required by applicable Law.

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m., New York City time, on the fourth second (4th2nd) Business Day following (i) the date of this Agreement the Company shall issue a press release and file a current report on Form 8-K describing the terms of the transactions contemplated by this Agreement, in the form required by the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-K”), and (ii) the Stockholders’ Meeting (and any Subsequent Stockholders’ Meeting), the Company shall issue a press release (if deemed necessary or appropriate by the Company) and shall file a current report on Form 8-K regarding the results of the matters voted upon at the Stockholders’ Meeting or Subsequent Stockholders’ Meeting and such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 ActAct (each, a “Post-Stockholders’ Meeting 8-K”). In addition, following the Closing, Closing the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K8-K”). A reasonable time prior to issuing any press release referred to in the previous two sentences, the Company shall provide the Buyer Buyers with a copy of the proposed press release and shall consult with the Buyer Buyers with respect to the content of such press release and Pre-Closing 8-K, Post-Stockholders’ Meeting 8-K or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed by the BuyerBuyers. Subject to the foregoing, none of the Company and the Subsidiaries nor the any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the BuyerBuyers, to make any press release or other public disclosure with respect to such transactions in substantial conformity with the Pre-Closing 8-K, a Post-Stockholders’ Meeting 8-K or the Post-Closing 8-K, as the case may be (provided that the Company shall consult with the Buyer Buyers in connection with any such press release or other public disclosure prior to its release and consider in good faith any comments proposed by the BuyerBuyers) and (ii) either party may make such disclosure as is required by applicable Law.

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m., New York City time, on the fourth (4th) Business Day following (i) the date of this Agreement the Company shall issue a press release and file a current report on Form 8-K describing the terms of the transactions contemplated by this Agreement, in the form required by the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-K”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 Act. In addition, following the Closing, the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K”). A reasonable time prior to issuing any press release referred to in the previous two sentences, the Company shall provide the Buyer Buyers with a copy of the proposed press release and shall consult with the Buyer Buyers with respect to the content of such press release and Pre-Closing 8-K, or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed by the BuyerBuyers. Subject to the foregoing, none of the Company and the Subsidiaries nor the any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the BuyerBuyers, to make any press release or other public disclosure with respect to such transactions in substantial conformity with the Pre-Closing 8-K or the Post-Closing 8-K, as the case may be (provided that the Company shall consult with the Buyer Buyers in connection with any such press release or other public disclosure prior to its release and consider in good faith any comments proposed by the BuyerBuyers) and (ii) either party may make such disclosure as is required by applicable Law.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 5:30 p.m.8:30 a.m., New York City time, on the fourth first (4th1st) Business Day following (i) after the date of this Agreement the Company shall issue a press release and Agreement, file a current report Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attaching all the material Exchange Documents (including, without limitation, this Agreement (and, as appropriate, any other Transaction Documentand the forms of the Note and Warrants) as an exhibit to such filing (including such attachmentall attachments, the “Pre-Closing 8-K”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to Filing”). From and after the transactions contemplated hereby, in filing of the form required by the 1934 Act. In addition, following the Closing, the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K”). A reasonable time prior to issuing any press release referred to in the previous two sentencesFiling, the Company shall provide have disclosed all material, non-public information delivered to the Buyer with a copy Holder by the Company or any of the proposed press release and shall consult Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the Buyer with respect to the content of such press release and Pre-Closing 8-K, or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed transactions contemplated by the BuyerExchange Documents. Subject to Neither the foregoingCompany, none of the Company and the its Subsidiaries nor the Buyer Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the BuyerHolder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Pre-Closing 8-K or the Post-Closing 8-K, Filing and contemporaneously therewith and (ii) as the case may be is required by applicable law and regulations (provided that in the case of clause (i) the Holder 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 Holder, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing (other than the 8-K Filing), announcement, release and consider or otherwise, except (a) as required by federal securities law in good faith any comments proposed by connection with the Buyerfiling of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (iib) either party may make to the extent such disclosure as is required by applicable Lawlaw or market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m., New York City time, on the fourth (4th) No later than one Business Day following (i) the date of this Agreement hereof, the Company shall issue a press release and file a current report Current Report on Form 8-K (which has been previously reviewed by the Buyers and Xxxxxx, Xxxxx & Bockius LLP) in the form required by the 1934 Act (including all attachments, the “Execution 8-K Filing”) and attaching the press release that will be issued by the Company disclosing the transaction (provided that Xxxxxxx Capital, L.P., as a representative of the Buyers, shall be consulted by the Company in connection with such press release prior to its release). No later than one Business Day following the Subscription Date, the Company shall file a Current Report on Form 8-K (which has been previously reviewed by the Buyers and Xxxxxx, Xxxxx & Bockius LLP) describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (including the form of the Notes, the Registration Rights Agreement and the Escrow Agreement (other than the Schedules to the Escrow Agreement)) as exhibits to such Form 8-K (including all attachments, the “Subscription 8-K Filing”). No later than one Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K (which has been previously reviewed by the Buyers and Xxxxxx, Xxxxx & Xxxxxxx LLP) describing the consummation of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-KK Filing”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 Act. In addition, following the Closing, the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K”). A reasonable time prior to issuing any press release referred to in the previous two sentences, the Company shall provide the Buyer with a copy of the proposed press release and shall consult with the Buyer with respect to the content of such press release and Pre-Closing 8-K, or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed by the Buyer. Subject to the foregoing, none of neither the Company and the Subsidiaries nor the any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of any of the BuyerBuyers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the PreSubscription 8-K Filing and Closing 8-K or the Post-Closing 8-KFiling and contemporaneously therewith, as the case may be (provided that the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release and consider in good faith any comments proposed by the Buyer) and (ii) either party may make such disclosure as is required by applicable Law.law and regulations or (iii) to explain the Company’s reasons for and

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m., New York City time, on the fourth (4th) Business Day following (i) the date of this Agreement the Company shall issue a press release and file a current report on Form 8-K describing (i) the terms of the transactions contemplated by this Agreement, in the form required by the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-K”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 Act. In addition, following the Closing, the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K”). A reasonable time prior to issuing any press release referred to in the previous two sentences, the Company shall provide the Buyer with a copy of the proposed press release and shall consult with the Buyer with respect to the content of such press release and Pre-Closing 8-K, or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed by the Buyer. Subject to the foregoing, none of the Company and the Subsidiaries nor the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the Buyer, to make any press release or other public disclosure with respect to such transactions in substantial conformity with the Pre-Closing 8-K or the Post-Closing 8-K, as the case may be (provided that the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release and consider in good faith any comments proposed by the Buyer) and (ii) either party may make such disclosure as is required by applicable Law.