Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreementfirst Business Day following the Closing Date or a Termination Event, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (includingDocuments, including without limitationlimitation the terms of the Closing or a Termination Event, this Agreement and as applicable, in the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express 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, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (China Automotive Systems Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Notes, the Security Documents, the form of Voting Agreement and the form of the Registration Rights Agreement) Lock-Up Agreement as exhibits to such filing as required by (including all attachments), the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC 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 their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (MGT Capital Investments Inc)
Disclosure of Transactions and Other Material Information. On The Company shall (i) on or before 9:30 9:00 a.m., New York City time, on the date of this AgreementFebruary 24, the Company shall 2015, issue a press release reasonably acceptable to the Buyers describing certain the terms of the transactions contemplated by the Transaction Documents (the “Press Release”) and (ii) on or before 9:30 a.m.12:00 p.m., New York City time, on the first Business Day following the date of this AgreementFebruary 24, the Company shall 2015 file a Current Report on Form 8-K reasonably acceptable to Buyers describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement, the form of Warrants, the form of the Voting Agreement and the form of the Registration Rights Lock-Up Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments), the “8-K Filing”). From and after As of immediately following the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K FilingPress Release or in prior filings with the SEC. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company understands and confirms that each of the Buyers will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC 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 their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof in which case the Company shall, within two (2) 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 any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)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 breach or such material, non-public information, as applicable, 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 affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent the Company or any of its or their respective officers, directors, employees, affiliates or agents delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public 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 herebyby the Transaction Documents; 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 Press Release and 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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.disclosure
Appears in 1 contract
Samples: Securities Purchase Agreement (Real Goods Solar, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act and attaching certain Transaction Documents (includingthis Agreement, without limitation, this Agreement the Certificate of Determination and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act Warrant (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Holder, except as expressly contemplated by Section 4(n)(viii) of the Purchase Agreement. If the Holder 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, the Holder shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such Buyernotice, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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 Buyerthe Holder), in addition to any other remedy provided herein or in the Transaction Exchange Documents, such Buyer the Holder 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, as applicable, 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 The Holder shall not 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 nor any Buyer the Holder 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 Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Holder 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 BuyerHolder, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer the Holder in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement8-K Filing), announcement, release or otherwise. Notwithstanding anything contained , except (a) as required by federal securities law in this Agreement connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC and (b) to the contrary and without implication that the contrary would otherwise be trueextent such disclosure is required by law or Principal Market regulations, in which case the Company expressly acknowledges and agrees that upon shall provide the 8-K Filing 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 Holder with prior notice of 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 Subsidiariesdisclosure permitted hereunder.
Appears in 1 contract
Samples: Exchange Agreement (Nutracea)
Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 9:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time, ) on the date of this Agreementsecond (2nd) Business Day following the Closing Date, the Company shall issue file a press release Form 8-K with the SEC describing certain the terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on including as exhibits to such Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement (including the schedules hereto) and the form of the Registration Rights Agreement) as exhibits to such filing as , in the form required by the 1934 Act (the “Announcing Form 8-K FilingK”). From The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing. The Company represents and warrants that, from and after the filing of the Announcing Form 8-K Filing with the SEC, no Buyer Investor shall be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenantscovenant, or any of the covenants or agreements contained in any other Transaction Documentwhich breach continues for five (5) Business Days, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer an Investor 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, as applicable, material 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 Investor 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 Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8 Announcing Form 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing subsequent thereto and (ii) as is required by applicable law and regulations Requirements of Law (provided that in the case of clause (i) each Buyer Investor 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 (release and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreementbe provided with a copy thereof), 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 upon the 8-K Filing 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 and Financing Agreement (Quantum Materials Corp.)
Disclosure of Transactions and Other Material Information. On The Company shall on or before 9:30 9:00 a.m., New York City time, on the Business Day immediately following the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents Agreement (or if this Agreement is executed between midnight and on or before 9:30 9:00 a.m., New York City time, on the first any Business Day following Day, no later than 9:01 a m. on the date of this Agreementthe Agreement is executed) (the “Disclosure Time”), issue one or more press releases and/or file with the Company shall file Commission a Current Report on Form 8-K describing certain (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated by hereby and any other material nonpublic information that the Transaction Documents and attaching certain Transaction Documents (Company or its officers, directors, employees, agents, including, without limitation, the Placement Agents, or any other person acting at the direction of the Company has provided to the Purchasers in connection with the transactions contemplated by this Agreement and the form of the Registration Rights Agreement) as exhibits prior to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing of the 8-K Filing with Disclosure Document. The Company represents and warrants that, from and after the SECissuance of the Disclosure Document, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company or its officers, directors, employees, agents, without limitation, the Placement Agents, or other person acting at its direction. In addition, effective upon the earlier of (i) the Disclosure Time and (ii) the issuance or filing of the Disclosure Document, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement relating to the subject matter hereof, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates, employees or agents, including, without limitation, the Placement Agents, on the one hand, and any Purchaser or any of their respective affiliates, on the other hand, shall terminate and be of no further force or effect. From and after the issuance of the Disclosure Document, neither the Company nor its officers, directors, employees, agents, including, without limitation, the Placement Agents, or any other Person acting at their direction or on their behalf shall provide any material, nonpublic information to any Purchaser, unless otherwise specifically agreed in writing by such Purchaser. The Company understands and confirms that is not disclosed each of the Purchasers will rely on the foregoing representations in effecting transactions in securities of the 8-K FilingCompany. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, including, without limitation, the Placement Agents, not to, provide publicly disclose the name of any Buyer with any material, nonpublic information regarding the Company Purchaser or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach affiliate or investment adviser of any of the foregoing covenantsPurchaser, or include the name of any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, Purchaser or any affiliate or investment adviser of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), 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, as applicable, Purchaser without the prior approval written consent (including by the Company, any e-mail) 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 Purchaser (i) in any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8 K Filing and contemporaneously therewith marketing materials, or within one (1) Business Day after the Closing Date to announce the Closing and (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as required by the federal securities laws, rules or regulations, (B) to the extent such disclosure is required by applicable law other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of the Trading Market or (C) to the extent such disclosure contains only information previously approved in accordance with this Section 5.02, and regulations (provided that in the case of any disclosure made pursuant to clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaseii). Without the prior written consent of the applicable Buyer, the Company shall not will provide the Purchaser with prior written notice (including by e-mail) of and shall cause each of its Subsidiaries and affiliates an opportunity to not) disclose review the name applicable portion of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement), announcement, release or otherwisefiling. Notwithstanding anything contained in this Agreement to the contrary The Company understands and without implication confirms that the contrary would otherwise be true, the Company expressly acknowledges Purchasers and agrees that upon the 8-K Filing 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 their respective Affiliates will rely on the basis of, any information regarding foregoing representations in effecting transactions in securities of the Company or any of its SubsidiariesCompany.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date Closing Date, Holdings shall file a press release (the “Press Release”) describing the material terms of this Agreementthe transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York time, the Company second Business Day following the Closing Date, Holdings shall file a Current Report on Form 8-K describing certain the terms of the terms of the transactions contemplated by the Transaction Documents Documents, in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Certificate of Designation, the form of Warrant, the Registration Rights AgreementAgreement and the Security Documents) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, Holdings, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, Holdings and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, shall not to, provide any Buyer with any material, nonpublic information regarding the Company Company, Holdings or any of its their Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the CompanyHoldings, 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)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 breach or such material, non-public information, as applicable, nonpublic information without the prior approval by the CompanyHoldings, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the CompanyHoldings, 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 Holdings, nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company that Holdings 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the holders of 66-2/3 of the outstanding shares of Series A Preferred Stock shall be consulted by the Company Holdings in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, Holdings shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Principal Market, without the prior written consent of the applicable such Buyer, the Company shall not except (and shall cause each of its Subsidiaries and affiliates to noti) disclose the name of such Buyer for disclosure thereof in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing no Buyer or Registration Statement or (ii) as required by law, the regulations of the stock exchange or automatic quotation system upon which Holdings’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case Holdings 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 provide such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty prior notice of confidentiality with respect to, or a duty not such disclosure and the opportunity to trade review and comment on the basis of, any information regarding the Company or any of its Subsidiariessuch disclosure.
Appears in 1 contract
Samples: Joinder Agreement (Global Employment Holdings, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, If the Company shall issue a press release has not previously filed an amendment to the Form 10 (the “Form 10 Amendment”) describing certain the terms of the transactions contemplated by the Transaction Documents and attaching the material Transaction Documents (including, without limitation, this Agreement, the Certificate of Designations and the form of Warrant) as exhibits to such amendment to the Form 10, then on or before 9:30 8:30 a.m., New York City time, on the first Business Day following the date Public Company Date, the Company shall issue a press release (the “Press Release”) describing the material terms of this Agreementthe transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the second Business Day following the Public Company Date, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents and attaching certain the material Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECor Form 10 Amendment, as applicable, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or Form 10 Amendment, as applicable. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC or Form 10 Amendment, as applicable, without the express prior written consent of such Buyer. If a Buyer has, or reasonably believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to otherwise except where such disclosure is required by applicable law and regulations (including the contrary rules and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that upon the 8-K Filing 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 regulations of any other Buyer with respect theretoapplicable Eligible Market)), 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 (American Defense Systems Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.(i) Disclosure of Transaction. No later than 5:30 p.m5:30 p.m., New York City time, on the second (2nd) Business Day after the date of this AgreementAgreement and onwithin one (1) Business Day of the date of each Subsequently Purchased Securities Notice, the Company shall issue a press release describing certain (a “Press Release”) reasonably acceptable to the Buyers (it being understood that any Press Release shall be deemed reasonably acceptable to the Buyers to the extent the Buyers have been provided a copy of such Press Release at least twelve (12) hours prior to such filing deadline and the Buyers have not commented thereon within such twelve (12) hours and it being further understood that such filing deadline shall be extended to the third (3rd) Business Day to the extent the Buyers have not agreed to such Press Release at least one (1) hour prior to such filing deadline) disclosing all the material terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m.Documents; provided that the issuance of a Press Release for a Subsequently Purchased Securities Notice shall only be required if the Company deems the terms of such Subsequently Purchased Securities Notice to be material, nonpublic information. No later than 5:30 p.m., New York City time, on the first fourth (4th) Business Day following after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and in the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act and attaching all the material Transaction Documents (the “8-K Filing”). From and after the filing issuance of the 8-K Filing with Press Release, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, or agents. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the 8-K Filing. The Company shall notone hand, and shall cause each any of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company Buyers or any of its Subsidiaries from their affiliates, on the other hand, shall have terminated and after the filing none of the 8-K Filing with Buyers have been subject to any such obligation since the SEC without the express written consent of such Buyer. In the event of a breach of any issuance of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 SubsidiariesPress Release.
Appears in 1 contract
Samples: Omnibus Amendment No. 3 Agreement (Astra Space, Inc.)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on no later than the first Business Day after the date of this Agreement, the Company shall issue a press release describing certain (the "Press Release") disclosing the material terms of the transactions contemplated by hereby. The Company shall provide the Transaction Documents Buyer an advance copy of the Press Release and on 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 City timeTime, on no later than the first third Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement and (without the schedules), the form of Warrant and the Registration Rights Agreement) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing issuance of the 8-K Filing with Press Release, the SEC, no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Press Release without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights a Confidentiality and Nondisclosure Agreement), 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 upon the 8-K Filing 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 (Discovery Laboratories Inc /De/)
Disclosure of Transactions and Other Material Information. On or before 9:30 By 9:00 a.m., New York City time, Time on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first next Business Day immediately following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement and the form forms of the Registration Rights all exhibits to this Agreement) as exhibits to such filing as (including all attachments and content required by the 1934 Act (applicable disclosure regulations, the “8-K Filing”). From and after the filing of the 8-K Filing Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the SECtransactions contemplated by the Transaction Documents. In addition, no Buyer shall be in possession effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any materialand all confidentiality or similar obligations under any agreement, nonpublic information received from whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the 8-K Filingone hand, and any of the Buyer or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Execution Date without the express prior written consent of the Buyer. If the Buyer has, or believes it has, received any such Buyermaterial, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within two trading days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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. To the extent that the Company delivers any material, non-public information to the Buyer without the Buyer’s consent, the Company hereby covenants and agrees that the Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public 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 herebyhereby without the consent of the Buyer; 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 8 K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (regulations, provided further 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 the Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 anything contained the foregoing, in this Agreement to the contrary and without implication that the contrary would otherwise be true, no event will the Company expressly acknowledges and agrees that upon the 8-K Filing no Buyer shall have (unless expressly agreed an obligation 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, disclose any information regarding which the Company or any Buyer receives from a member of its Subsidiariesthe Company’s Board of Directors that is an affiliate of the Buyer.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On The Company shall use its commercially reasonable efforts to, on or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., hereof (but in no case later than 8:30 a.m. New York City time, on the first Business Day following the date of this Agreement), (i) issue one or more press releases (collectively, the “Press Release”) describing the terms of the transactions contemplated by the Transaction Documents 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 8:30 a.m., New York City time, on the fourth Business Day after this Agreement has been executed, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents and attaching certain the Exchange Transaction Documents (includingin the form required by the Exchange Act and attaching this Agreement, without limitation, this Agreement and the form of the Registration Rights Agreement) Notes and such other items as may be required as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after The Company shall consult with the filing of Buyer in connection with the 8-K Filing with prior to its filing. From and after the SECissuance of the Press Release, no the Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing Press Release with the SEC 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 any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 8 Press Release and the 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Hutchinson Technology Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.4:00 p.m., New York City time, on the date of this AgreementMay 7, 2015, (i) the Company shall issue a press release describing certain terms of reasonably acceptable to the transactions contemplated by the Transaction Documents Buyers and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall (ii) file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Registration Rights Warrants, the form of Lock-Up Agreement) , the form of Notes and the Security Documents as exhibits to such filing as required by (including all attachments), the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing. 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof 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 their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents (as determined in the reasonable good faith judgment of such Buyer)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 breach or such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, 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, affiliates, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information or any other obligation with respect to such 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On As soon as practicable and in any event on or before 9:30 a.m.4:00 p.m., New York City timeTime, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day second business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the material terms of the transactions contemplated by the Transaction Documents Exchange and attaching certain Transaction Documents (including, without limitation, this Agreement Purchase and the form a generic description of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act expected use of proceeds therefrom (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer Investor shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Subsidiaries, or any of their its respective officers, directors, employees employees, or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company Filing or any of its Subsidiaries from and after the subsequent press release or filing of the on Form 8-K Filing with the SEC without in the express written consent of such Buyermanner described below or covered by a non-disclosure agreement. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement, or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, or agents. No Investor shall have any liability to the Company, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 BuyerInvestor, 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 the Investor in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release 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 upon the 8-K Filing no Buyer shall have (unless expressly agreed to such disclosure is required 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))law, any duty of confidentiality with respect toregulation, or a duty not to trade on the basis of, any information regarding the Company or any of its SubsidiariesThe NASDAQ Global Select Market.
Appears in 1 contract
Samples: Exchange and Purchase Agreement (Smith & Wesson Holding Corp)
Disclosure of Transactions and Other Material Information. The Company shall, promptly following receipt of wire transfers of the Purchase Price from each Buyer, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first second Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and the form of all schedules to this Agreement), and the Registration Rights Agreement) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer, and no Buyer shall knowingly request that it be provided, with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 (Evci Career Colleges Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the this Agreement and the other Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, the form of this Agreement Agreement, the form of the Amended Note, the form of the Amended Warrant and the form of the Registration Rights AgreementAdditional Warrant) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express 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, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of any such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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: Consent, Amendment and Exchange Agreement (Verilink Corp)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on the first (1st) Business Day after the date of this Agreement, the Company shall issue a press release describing certain (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and on Documents. On or before 9:30 8:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Certificate of Designation, the form of the Warrants and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with Filing, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwiseotherwise (other than the 8-K Filing or as required by applicable law). 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 upon filing of the Form 8-K Filing K, 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 material, non-public information regarding the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (WPCS International Inc)
Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 9:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time, ) on the date of this Agreementsecond (2nd) Business Day following the Closing Date, the Company shall issue file a press release Form 8-K with the SEC describing certain the terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on including as exhibits to such Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and (including the form schedules hereto), the Form of Note, the Registration Rights Agreement) as exhibits to such filing as , the Form of Initial Warrant, the Form of Repurchase Warrant, the Security Agreement, the Patent Security Agreement, the Pledge Agreement, the Form of Guaranty and the Xxxxxxx Guaranty, in the form required by the 1934 Act (the “Announcing Form 8-K FilingK”). From The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing. The Company represents and warrants that, from and after the filing of the Announcing Form 8-K Filing with the SEC, no Buyer shall be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not agents to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC 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 or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, material 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 respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; 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 Announcing Form 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (release and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreementbe provided with a copy thereof), 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 upon the 8-K Filing 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 (CardioVascular BioTherapeutics, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement, the Company shall file a press release and a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the Registration Rights AgreementAgreement and the Security Documents) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer, and no Buyer shall request, with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to request the Company 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, as applicable, 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or the Principal Market, without the prior written consent of the applicable such Buyer, the Company shall not except (and shall cause each of its Subsidiaries and affiliates to noti) disclose the name of such Buyer for disclosure thereof in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing no Buyer shall have or Registration Statement or (unless expressly agreed to ii) as required by a particular Buyer after the date hereof law or Principal Market regulations or any order of any court or other governmental agency, in a written definitive and binding agreement executed by which case the Company and shall provide such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty prior notice of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiariessuch disclosure.
Appears in 1 contract
Samples: Securities Purchase Agreement (Modtech Holdings Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement, the Company shall file a two Current Report Reports on Form 8-K K, the first describing certain the Acquisition and attaching the material documents related to the Acquisition (including, without limitation, the Merger Agreement) and the second describing the terms of the transactions contemplated by the Transaction Documents and attaching certain the material Transaction Documents (including, without limitation, this Agreement and Agreement, the Indenture, the form of the Notes, and the Registration Rights Agreement) as exhibits to such filing as required by (including all exhibits, the 1934 Act (the “"8-K Filing”FILINGS"). From and after the filing of the 8-K Filing Filings with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFilings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing Filings with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees 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 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 8-K Filing Filings and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing no Buyer shall have (unless expressly agreed to such disclosure is required 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))law, any duty of confidentiality with respect toregulation, or a duty not to trade on the basis of, any information regarding the Company or any of its SubsidiariesPrincipal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Smith & Wesson Holding Corp)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.9:00 AM on July 18, New York City time, on the date of this Agreement2018, the Company shall (A) issue a press release describing certain (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents hereby and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall (B) file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Warrant, the form of Lock-Up Agreement and the form of the Registration Rights Agreement) Agreement as exhibits to such filing as required by the 1934 Act (including all attachments), the “8-K Filing”). From and after the filing of the 8-K Filing with the SECFiling, no Buyer shall be in possession of any material, nonpublic non-public information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing. 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, non-public information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure 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 any other Transaction Document, covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)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 breach or such material, non-public information, as applicable, 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 affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on the first (1st) Business Day after the date of this Agreement, the Company shall issue a press release describing certain (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and on Documents. On or before 9:30 8:30 a.m., New York City time, on the first second (2nd) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Pledge Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with Press Release, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, covenants or any of the covenants or agreements contained in any other the Transaction Document, 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), 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, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Kandi Technologies Corp)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first second Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the Registration Rights AgreementAgreement and the Security Documents) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"Initial 8-K Filing”"). On or before 8:30 a.m., New York City Time, on the second Trading 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 filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, stockholders, representatives or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)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 breach or such material, non-public information, as applicable, without nonpublic information with the prior approval by the Company, any of its their 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 none of the Company, its Subsidiaries nor or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the approval of all of the Buyers; 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Required Holders 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, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreementsuch filing required by law), 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 upon the 8-K Filing 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 (MFC Development Corp)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date Closing Date, Holdings shall file a press release (the “Press Release”) describing the material terms of this Agreementthe transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York time, the Company second Business Day following the Closing Date, Holdings shall file a Current Report on Form 8-K describing certain the terms of the terms of the transactions contemplated by the Transaction Documents Documents, in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the Registration Rights AgreementAgreement and the Security Documents) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, Holdings, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, Holdings and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, shall not to, provide any Buyer with any material, nonpublic information regarding the Company Company, Holdings or any of its their Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the CompanyHoldings, 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)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 breach or such material, non-public information, as applicable, nonpublic information without the prior approval by the CompanyHoldings, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the CompanyHoldings, 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 Holdings, nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company that Holdings 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the holders of 66-2/3 of the outstanding principal amount of the Notes shall be consulted by the Company Holdings in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, Holdings shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Principal Market, without the prior written consent of the applicable such Buyer, the Company shall not except (and shall cause each of its Subsidiaries and affiliates to noti) disclose the name of such Buyer for disclosure thereof in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing no Buyer or Registration Statement or (ii) as required by law, the regulations of the stock exchange or automatic quotation system upon which Holdings’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case Holdings 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 provide such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty prior notice of confidentiality with respect to, or a duty not such disclosure and the opportunity to trade review and comment on the basis of, any information regarding the Company or any of its Subsidiariessuch disclosure.
Appears in 1 contract
Samples: Joinder Agreement (Global Employment Holdings, Inc.)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on the date of this AgreementDecember 4, the Company shall 2003, issue a press release describing certain reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first Business Day business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain Transaction Documents (including, without limitation, this Agreement and the form forms of the Registration Rights Agreement) Warrants as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 9:00 a.m., New York City time, on the first (1st) Business Day after the date of this Agreement, the Company shall issue a press release describing certain (the “Press Release”) reasonably acceptable to the Subscriber disclosing all the material terms of the transactions contemplated by the Transaction Documents and on transaction documents. On or before 9:30 a.m.5:30 p.m., New York City time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and in the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act and attaching this Agreement (and all schedules to this Agreement) (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with Press Release, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Subscribers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by this Agreement. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)not to, in addition to provide 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 Subscriber with any material, non-public information, as applicable, information regarding the Company or the Subsidiaries from and after the issuance of the Press Release without the express prior approval by the Company, any written consent 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 disclosureSubscriber. Subject to the foregoing, neither the Company, its Subsidiaries any Subsidiary nor any Buyer Subscriber shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (i) the Company shall be entitled, without the prior approval of any BuyerSubscriber, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) each Buyer Subscriber shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) each Subscriber may make such filings as may be required under Section 13 and Section 16 of the 1934 Act. Without the prior written consent of the applicable BuyerSubscriber and notwithstanding anything to the contrary in this Agreement and except as a selling shareholder in the registration statement required hereunder, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer Subscriber or any affiliate of the Subscriber in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement , except as otherwise required by any law, rule or regulation applicable to the contrary and without implication that Company after consultation with the contrary would otherwise be true, the Company expressly acknowledges and agrees that upon the 8-K Filing 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 SubsidiariesSubscriber.
Appears in 1 contract
Samples: Subscription Agreement (MYOS Corp)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Note, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, unless required pursuant to Section 3(i) of the Registration Rights Agreement, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless required pursuant to Section 3(i) of the Registration Rights Agreement, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 (Vaso Active Pharmaceuticals Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release describing certain disclosing all of the material terms of the transactions contemplated by the Transaction Documents and on Transactions Documents. On or before 9:30 a.m.5:30 p.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations and the form of the Registration Rights Agreement) as exhibits to such filing as required by (including all attachments, the 1934 Act (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 filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer. In Buyer or as may be required under the event of a breach of any terms of the foregoing covenantsTransaction Documents. If a Buyer has, or believes it has, received any of such material, nonpublic information regarding the covenants or agreements contained in any other Transaction Document, 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)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 disclosure of a press release, public advertisement or otherwise, of such breach or such material, non-public nonpublic 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, 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 8-K Filing Filings and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwise. Notwithstanding anything contained , 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 contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that upon the 8-K Filing 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 theretoSEC)), 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following after this Agreement has been executed, the date Company shall issue a press release (the “Press Release”) describing the terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the fourth Business Day after this AgreementAgreement has been executed, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain Transaction Documents (includingthis Agreement, without limitation, this Agreement and the form of the Registration Rights Agreement) Indenture and such other items as may be required as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing Press Release with the SEC 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 their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Indenture) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public 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 Press Release and the 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Hutchinson Technology Inc)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on the date of this AgreementNovember 12, the Company shall 2004, issue a press release describing certain reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first Business Day following the date of this AgreementNovember 12, 2004, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and in the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act Act, and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise; 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on Upon the date execution of this AgreementAgreement by the parties hereto, the Company shall issue a press release (which issuance may be delayed until immediately prior to the start of the next trading day on the TSX if the TSX is closed at the time this Agreement is so executed). The Company shall file a Current Report on Form 6-K describing certain the terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on in the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated form required by the Transaction Documents 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Series A Share Rights and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “86-K Filing”)) and a material change report on Form 51-102F3 in accordance with National Instrument 51-102 - Continuous Disclosure Obligations of the CSA with respect thereto (the “Material Change Report”) no later than the first Business Day following the date of this Agreement. From and after the filing of the 86-K Filing with the SECSEC and the filing of the Material Change Report with the CSA, no the Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 86-K FilingFiling and the Material Change Report. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC and the filing of the Material Change Report with the CSA without the express written consent of such Buyer. In the event of a breach of any Buyer or as may be required under the terms of the foregoing covenantsTransaction Documents. If the Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of the covenants or agreements contained in any other Transaction Document, by its Subsidiaries directly from the Company, any of its Subsidiaries, any of their affiliates, officers, directors or any other Person acting on their behalf, it shall promptly provide the Company with written notice thereof. The Company shall, within five (5) Business Days of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment receipt of such Buyer)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 disclosure of a press release, public advertisement or otherwise, of such breach or such material, non-public nonpublic information, as applicableunless the Company determines in good faith, without after consultation with its outside legal counsel, that such information is not material nonpublic information of the prior approval by the Company, any of Company or 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 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 8 6-K Filing and the Material Change Report and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each the 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, 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 filing (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to , unless such disclosure is required by law, regulation or either of the contrary and without implication that the contrary would otherwise be truePrincipal Markets; provided, that, for greater certainty, the Company expressly acknowledges and agrees that upon may file unredacted copies of the 8Transaction Documents as exhibits to the 6-K Filing 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 SubsidiariesMaterial Change Report.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cardiome Pharma Corp)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 9:15 a.m., New York City time, on the first (1st) Business Day after the date of this Agreement, issue one or more press releases (collectively, the Company shall issue a press release describing certain “Press Release”) reasonably acceptable to each Buyer disclosing all the material terms of the transactions contemplated by hereby and any other material, nonpublic information that the Transaction Documents Company 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 on the material terms thereof. On or before 9:30 9:15 a.m., New York City time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents hereby and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act an exhibit (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with Press Release, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic information received from delivered to any of the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents (if any) in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC 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, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, as applicable, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwise. Notwithstanding anything contained , except (a) as required by federal securities law in this Agreement connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the contrary and without implication that the contrary would otherwise be trueextent such disclosure is required by law or Principal Market regulations, in which case the Company expressly acknowledges and agrees that upon shall provide the 8-K Filing 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 applicable Buyers with prior notice of 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 Subsidiariesdisclosure permitted hereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lakeland Bancorp Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer the Company shall be in possession of have disclosed any material, material nonpublic information received from delivered to the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing date of the 8-K Filing with the SEC this Agreement without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, or 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)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 breach or such material, non-public information, as applicable, 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, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Universal Food & Beverage Compny)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement, the form of the Notes, the form of Warrant, the form the Registration Rights Agreement and the form of the Registration Rights Agreement) Security Documents as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express 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, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (China VoIP & Digital Telecom Inc.)
Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on the earlier of the date of this Agreementon which such filing is due and 8:30 a.m., New York City Time on September 8, 2014, describing the Company shall issue a press release describing certain terms of the transactions contemplated by this Agreement in the Transaction Documents form required by the 1934 Act and on or before 9:30 a.m., New York City time, on the first Business Day following the date of attaching this Agreement (and all schedules and exhibits to this Agreement), the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From In addition, the Company hereby covenants and agrees that it shall include in the 8-K Filing any information that constitutes, or could reasonably be expected to constitute, material, nonpublic information regarding the Company or any of its Subsidiaries received by each Holder from the Company or any of its Subsidiaries or any of their respective officers, directors, affiliates or agents. Accordingly, from and after the filing of the 8-K Filing with the SEC, no Buyer each Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. 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 each Holder or any of its affiliates, on the other hand, shall terminate. The Company understands and confirms that each Holder will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer a Holder with any material, nonpublic information regarding the Company or any of its their respective Subsidiaries from and after the filing of the 8-K Filing with the SEC 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 or agreements contained in any other Transaction Document, 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), 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, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 SubsidiariesHolder.
Appears in 1 contract
Samples: Exchange Agreement (Telik Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on ON the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement and Agreement, the form of each of the Notes, the form of Warrant, the form of Additional Investment Right, the Registration Rights Agreement, the Voting Agreement and the Security Documents) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express 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, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of any such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 9:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time, ) on the date of this Agreementsecond (2nd) Business Day following the initial Closing Date, the Company shall issue file a press release Form 8-K with the SEC describing certain the terms of the Acquisition Transaction and of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on including all appropriate exhibits to such Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing K,as required by the 1934 Act (the “Announcing Form 8-K FilingK”). From The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Initial Closing. The Company represents and warrants that, from and after the filing of the Announcing Form 8-K Filing with the SECSEC and upon each subsequent Closing, no Buyer Investor shall be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC or any Closing without the express prior written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenantscovenant, or any of the covenants or agreements contained in any other Transaction Documentwhich breach continues for five (5) Business Days, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer anInvestor 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, as applicable, material 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 Investor 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 Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8 Announcing Form 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing subsequent thereto and (ii) as is required by applicable law and regulations Requirements of Law (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). Without From and after the prior written consent of the applicable Buyerdate hereof, the Company shall not (and shall cause amend, modify, supplement, restate or otherwise waive any rights under the APA without the prior consent of the Collateral Agent or, following issuance of Securities, holders of a majority of the aggregate principal amount or number of Securities of each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 Subsidiariesclass then outstanding.
Appears in 1 contract
Samples: Transaction Completion and Financing Agreement (Probe Manufacturing Inc)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on the second (2nd) Business Day after the date of this Agreement, the Company shall issue a press release describing certain (the “Press Release”) reasonably acceptable to Lender disclosing all the material terms of the transactions contemplated by the Transaction Documents and on Documents. On or before 9:30 8:30 a.m., New York City time, on the first second (2nd) Business Day following after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of Note, the form of US Security Agreement, the form of Canada Security Agreement, the form of Guaranty, and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Lender with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such BuyerLender. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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 BuyerLender), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Lender 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, 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 Lender 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, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Lender 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 BuyerLender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Lender 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 Lender, other than with respect to the applicable BuyerPress Release and the 8-K Filing, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer Lender in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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: Subordination Agreement (Digital Domain Media Group, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business second Trading Day following the date of this AgreementAgreement (but in no event later than the public announcement of the 2003 Earnings), the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of each of the Warrants, the Registration Rights Agreement and the Voting Agreement) as exhibits to such filing as required by the 1934 Act Form 8-K (including all attachments, the “Initial 8-K Filing”). From On or before 8:30 a.m., New York City Time, on the first Trading 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 after together with the filing Initial 8-K Filing, the “8-K Filings”). As of the Initial 8-K Filing with the SECSEC and the public announcement of the 2003 Earnings, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K FilingFiling or in the public announcement of the 2003 Earnings. The From and after the Initial 8-K Filing with the SEC and the public announcement of the 2003 Earnings, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with with, and no Buyer shall request, any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 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 8-K Filing Filings and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. The Company shall, on or before 11.59 p.m.., New York City Time, on December 14, 2005, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain Transaction Documents (including, without limitation, this Agreement and the form forms of the Registration Rights Agreement) Warrants as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, 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, as applicable, 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 Such 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. 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 herebyhereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise without such Buyer's consent; 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 9:00 a.m., New York City timeTime, on the first business day following the date of this Agreement, the Company shall issue a press release describing certain terms (the “Press Release”) disclosing the sale of the transactions contemplated by Shares, but not disclosing the Transaction Documents and on identity of any of the Purchasers. On or before 9:30 a.m.5:00 p.m., New York City timeTime, on the first Business Day fourth business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain terms disclosing the sale of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents Shares (including, without limitation, this Agreement and the form of the Registration Rights all schedules and exhibits to this Agreement) ), as exhibits to such filing as required by the 1934 Act (the “8-K Filing”)filing. From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Except as expressly provided in the foregoing sentence, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Press Release without the express written consent of such BuyerPurchaser. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any Subsidiary, or each 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)agents, in addition to any other remedy provided herein or in available to the Transaction DocumentsPurchasers, such Buyer a Purchaser 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, as applicable, 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; provided, that the Purchaser shall give to the Company notice at least twenty four (24) hours prior to making any such disclosure and allow the Company the option of making such public disclosure during such twenty four (24) hour period. No Buyer Purchaser shall 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. 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On At or before 9:30 a.m., prior to 8:00 a.m. (New York City time, ) on the date of this Agreementfourth (4th) Business Day following the Closing Date, the Company shall issue a press release file one or more Forms 8-K with the SEC describing certain the terms of the transactions contemplated by the Transaction Documents and on the HRP Transaction and including as exhibits to such Form 8-K this Agreement (including the schedules hereto, other than Schedule 3.q), the Certificate of Designations, the Registration Rights Agreement, the form of Warrant and the HRP Transaction Documents (such Form or before 9:30 a.m.Forms 8-K, New York City timecollectively, on the first Business Day following “Announcing Form 8-K”). Unless required by applicable law or a rule of the date of this AgreementPrincipal Market, the Company shall file a Current Report on Form 8-K describing certain terms of not make any public announcement regarding the transactions contemplated hereby, the other Transaction Documents, the Certificate of Designations or the HRP Transaction Documents prior to the Closing Date. The Company represents and warrants that, upon the first public disclosure by the Transaction Documents and attaching certain Transaction Documents (includingCompany of its earnings results for the quarter ended September 30, without limitation2016, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing of the 8-K Filing with the SECwhich first public disclosure shall in no event occur later than November 14, 2016, no Buyer shall be in possession of any material, material nonpublic information received from the CompanyCompany or any of the Subsidiaries, any of its Subsidiaries their respective Affiliates or any of their respective officers, directors, employees employees, attorneys, representatives or agents. Subject to Section 4.k hereof and the rights that any Board Designees may have due to such Board Designee’s service on the Company Board, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toagents to not, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Buyer. In The Company hereby acknowledges and agrees that, except for the event of a breach of Board Designees, no Buyer (nor any of the foregoing covenantssuch Buyer’s Affiliates) shall have any duty of trust or confidence with respect to any material nonpublic information provided by, or any of the covenants or agreements contained in any other Transaction Documenton behalf of, 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), 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, 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 , in violation of the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosureforegoing covenant. 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 herebyhereby or disclosing the name of any Buyer; 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 (ia) in substantial conformity with the 8 Announcing Form 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (iib) 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 releaserelease and shall be provided with a copy thereof). Without , and, provided further, that with the prior written consent of the applicable Buyereach Buyer that is affiliated with DAFNA Capital Management, LLC, the Company shall may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Buyer or any of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement), announcement, release or otherwiseBuyer’s Affiliates. Notwithstanding anything contained in this Agreement to the contrary and without implication herein, in the event that the contrary would otherwise be trueCompany believes that a notice or communication to any Buyer contains material, the Company expressly acknowledges and agrees that upon the 8-K Filing no Buyer shall have (unless expressly agreed nonpublic information relating 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 the Subsidiaries, the Company shall so indicate to the Buyers contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents or the Certificate of Designations, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, nonpublic information. For the avoidance of doubt, the Company’s providing to any Board Designee (due to such Board Designee’s service on the Company Board) of information that may constitute material, nonpublic information relating to the Company or the Subsidiaries, and any such Board Designee’s providing of such information to its SubsidiariesAffiliates, including any Buyer that is an Affiliate of such Board Designee, shall not be deemed to be a breach of this Section 4.i.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day following the date execution of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of the Certificate of Designations, the form of Warrant, the form of AIR and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling unless such Buyer is subject to an agreement to keep such information confidential. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, material 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 (Integrated Biopharma Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this AgreementMarch 1, 2007, the Company shall issue a press release describing certain reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first second Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Registration Rights Agreement and the form of the Registration Rights AgreementWarrant) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after Upon the filing of the 8-K Filing with the SEC, no Buyer the Company shall be in possession of have disclosed any material, material nonpublic information received from delivered to the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not disclose the identity of any Buyer in any filing with the SEC except as required by the rules and regulations of the SEC thereunder or as otherwise required by law. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall notify the Company, and if the Company does not make public disclosure of such material nonpublic information within two (2) Business Days of such notification, 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, as applicable, 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 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 8-K Filing and substantially contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of regarding the transactions contemplated by the Transaction Documents Documents, the Prism Acquisition Transaction and on or before 9:30 a.m.the Owl Rock Transaction and any other material, non-public information provided to any Buyer prior to such date (the “Disclosed Transactions”) and no later than 5:30 p.m. New York City time, local time on the first Business Day business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K K, in each case, reasonably acceptable to the Buyers, describing certain the terms of the transactions contemplated Disclosed Transactions in the form required by the 1934 Act and attaching the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by (which shall not include schedules or exhibits not customarily filed with the 1934 Act (SEC). In furtherance of the “8-K Filing”)foregoing, the Company shall provide each Buyer and its legal counsel with a reasonable opportunity to review and comment upon drafts of all documents to be publicly disclosed or filed with the Commission in connection with the Disclosed Transactions and give reasonable consideration to all such comments. Notwithstanding anything in this Agreement to the contrary, any statement included in any Company press release, public filing or other public statement that is attributed to Buyer, Xxxxxx X. Xxxxxx or any of their Affiliates shall be subject to prior approval of Buyer or Xxxxxx X. Xxxxxx. From and after the filing issuance of the such press release and Form 8-K Filing with the SECK, no Buyer shall not be in possession of any material, nonpublic non-public information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company and Buyer shall notno longer be subject to any confidentiality or similar obligations under any current agreement, and shall cause each of its Subsidiaries and its and each of their respective officerswhether written or oral, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 Affiliates with respect to the transactions contemplated hereby; provided, howeverDisclosed Transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitlednot, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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) publicly disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 SubsidiariesAffiliates or advisors, or include the name of Buyer or any of its Affiliates or advisors (i) in any press release or marketing materials or (ii) in any filings with the Commission or any regulatory agency or trading market except (A) required by the federal securities law in connection with the Registration Statement, and (B), to the extent such disclosure is required by Applicable Laws, at the request of the Staff of the Commission or regulatory agency or under regulations of the Principal Market or by any other Governmental Authority, in which case the Company shall provide Buyer with prior written notice of such disclosure and an opportunity to review as set forth in this Section 4(f).
Appears in 1 contract
Samples: Securities Purchase Agreement (Par Technology Corp)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., 9:00 am EST New York City time, on the date of this AgreementApril 7, 2011 (“Press Release Deadline”), the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents (“Press Release “) and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall within four days to file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules of this Agreement) and the form of the Registration Rights AgreementWarrants) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after As of immediately following the filing of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing Press Release with the SEC without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)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 breach or such material, non-public information, as applicable, 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, Company or any of its Subsidiariesofficers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agentsagents deliver any material, for non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such disclosurematerial, non-public 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company's securities are then listed or quoted (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 affiliates to not) shall disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwise. Notwithstanding anything contained otherwise other than in this Agreement to connection with the contrary and without implication that the contrary would otherwise be trueRegistration Statement unless such disclosure is required by law, the Company expressly acknowledges and agrees that upon the 8-K Filing 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 regulation or any of its SubsidiariesEligible Market on which the Company's securities are then listed or quoted.
Appears in 1 contract
Samples: Securities Purchase Agreement (Adeona Pharmaceuticals, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release describing certain disclosing all of the material terms of the transactions contemplated by the Transaction Documents and on Transactions Documents. On or before 9:30 a.m.5:30 p.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations and the form of the Registration Rights Agreement) as exhibits to such filing as required by (including all attachments, the 1934 Act “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 FilingFilings”). From and after the filing of the Initial 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer. In Buyer or as may be required under the event of a breach of any terms of the foregoing covenantsTransaction Documents. If a Buyer has, or believes it has, received any of such material, nonpublic information regarding the covenants or agreements contained in any other Transaction Document, 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)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 disclosure of a press release, public advertisement or otherwise, of such breach or such material, non-public nonpublic 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, 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 8-K Filing Filings and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwise. Notwithstanding anything contained , 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 contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that upon the 8-K Filing 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 theretoSEC)), 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
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first fourth Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement, the form of each of the Notes, the form of Warrant, the Registration Rights Agreement and the form of the Registration Rights AgreementSecurity Documents) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer the Company shall be in possession of have disclosed any material, nonpublic information received from delivered to the Buyers by the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, stockholders, representatives or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer, except to the extent necessary to obtain a consent of Buyer to a matter requiring Buyer's consent pursuant to the Transaction Documents. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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, except to the extent such disclosure contains false or misleading information. Subject to the foregoing, neither none of the Company, its Subsidiaries nor or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the approval of all of the Buyers; 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Required Holders (as defined in the Notes) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except as required by applicable law and regulations, 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 any Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 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 City time, on the first (1st) Business Day after the date of this Amended Agreement, the Company shall issue file a press release Report of Foreign Issuer on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on in the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated form required by the Transaction Documents 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Amended Agreement (and all schedules to this Amended Agreement) and the form of the Registration Rights AgreementStatement of Designations) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the SECtransactions contemplated by the Transaction Documents. In addition, no Buyer shall be in possession effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any materialand all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, nonpublic information received from whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the 8-K Filingone 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 each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, Buyer (which may be granted or any of the covenants or agreements contained withheld in any other Transaction Document, 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's sole discretion). As used herein “Business Day” means any 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 breach or such material, non-public 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 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 New York, New York are authorized or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 Subsidiariesremain closed.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cantabio Pharmaceuticals Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., Prior to 8:00 a.m. (New York City time, Time) on the date of this Agreementsecond (2nd) Business Day following the Closing Date, the Company shall issue file a press release Form 8-K with the SEC describing certain the terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on including as exhibits to such Form 8-K describing certain terms this Agreement (including the schedules hereto, other than the lists of Leased Real Property and Real Property Leases included in Schedule 3(cc)), the transactions contemplated by form of Note, the Transaction Documents and attaching certain Transaction Documents (includingform of Registration Rights Agreement, without limitationthe form of Warrants, this the form of First Amendment, the form of Mortgage Amendment, the form of 2004 Amendment, the forms of Conveyances of Overriding Royalty Interests, the form of March 2005 Note Subordination Agreement and the form of March 2005 Amendment, in the Registration Rights Agreement) as exhibits to such filing as form required by the 1934 Act (the “Announcing Form 8-K FilingK”). The Company shall not make any public announcement regarding the transactions contemplated hereby on or after the date hereof and prior to the Closing. From and after the filing Company’s issuance of the 8-K Filing with the SECClosing Press Release (as defined below), no Buyer shall be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC 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 or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, material 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 shareholders 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 respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that (i) prior to 9:00 a.m. (New York Time) on the first (1st) Business Day following the Closing Date, the Company will issue a press release that is widely disseminated announcing the Closing (the “Closing Press Release”) and (ii) 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 or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by 60370812 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 (release and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreementbe provided with a copy thereof), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of Notes, the form of the Warrants and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “Initial 8-K Filing”). From and after the filing of the Initial 8-K Filing with (but prior to the SECdelivery of an Additional Closing Notice to the Buyers), no Buyer the Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated by the Transaction Documents. The Company shall, that is not disclosed in on or before 8:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice to Capital Ventures, either issue a press release (the “Additional Press Release”) or file a Current Report on Form 8-K (the “Additional 8-K Filing”), in each case reasonably acceptable to Capital Ventures, disclosing that the Company has elected to deliver an Additional Closing Notice to Capital Ventures. The From and after the filing of the Additional Press Release or Additional 8-K Filing, the Company shall nothave disclosed all material, and shall cause each non-public information (if any) provided to Capital Ventures by the Company or any of its Subsidiaries and its and each 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 Additional Closing Notice in accordance with Section 1(b)(ii) and agentsas required by Section 4(o) below, 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, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Additional Press Release 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 or agreements contained in any other Transaction Document, 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), 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, 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 or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law law, rules 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)regulations. 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (American Superconductor Corp /De/)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first (1st) Business Day following after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement and the form forms of the Warrant and Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act Agreement all (together, the “8-K Filing”“). From and after the filing of the 8-K Filing Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the SECtransactions contemplated by the Transaction Documents. In addition, no Buyer shall be in possession effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any materialand all confidentiality or similar obligations under any agreement, nonpublic information received from whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the 8-K Filingone hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Execution Date 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, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public 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 and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations (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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 anything contained the foregoing, in this Agreement to the contrary and without implication that the contrary would otherwise be true, no event will the Company expressly acknowledges and agrees that upon the 8-K Filing no Buyer shall have (unless expressly agreed an obligation 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, disclose any information regarding which a Buyer receives from a member of the Company or any Company’s Board of its SubsidiariesDirectors that is an affiliate of such Buyer.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., 8:30 a.m. New York City time, on the date of this AgreementOctober 12, 2005, the Company shall issue file a press release Current Report on Form 6-K describing certain (i) the terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on (ii) the first Business Day following Acquisition (along with any material information regarding the date of this Agreement, Acquisition previously disclosed to any Buyer in the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated form required by the Transaction Documents 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of Notes, the form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing as required by submission (such submission including all attachments, the 1934 Act (the “8"6-K Filing”"). From and after the filing submission of the 86-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 86-K FilingFiling or in some other public filing or public disclosure. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to require the Company to make promptly a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public nonpublic 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, 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 6-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following after the date of this Agreementhereof, the Company shall issue a press release reasonably acceptable to the Buyers (the “Press Release”) and file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) , as exhibits to such filing as required by the 1934 Act (the “8-K Filing”including all attachments)). From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K FilingPress Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing date hereof with the SEC without the express prior written consent of such Buyer. In If a Buyer has, or believes it has, received any such material, nonpublic information regarding the event of a breach of any of the foregoing covenants, Company or any of the covenants or agreements contained in any other Transaction Document, by its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees and affiliates, employees, shareholders or agents (as determined in for any such disclosure. To the reasonable good faith judgment of such Buyer), in addition to extent that the Company delivers 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 informationinformation to a Buyer without such Buyer’s consent, 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 Company hereby covenants and agrees that such Buyer shall not have any liability duty of confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees, stockholders affiliates or agentsagents with respect to, for any or a duty not to trade on the basis of, such disclosurematerial, non-public 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 Press Release and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement or as required by applicable law, 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.5:00 p.m., New York City timeTime, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first fourth Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement, the form of each of the Notes, the form of Warrant, the Registration Rights Agreement and the form of the Registration Rights AgreementSecurity Documents) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, stockholders, representatives or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall not cause each any of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its their 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 none of the Company, its Subsidiaries nor or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the approval of all of the Buyers; 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by the 1934 Act, the 1933 Act or any other applicable law and regulations (provided that in the case of clause (i) each Buyer the Required Holders 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, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Nesco Industries Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.By 5:30 p.m., New York City time, on the date of this Agreement, the Company shall issue a press release; provided, that, if this Agreement is entered into after 5:30 p.m., the Company shall issue a press release describing certain terms by 9:00 a.m. New York City time on the date following the date of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m.this Agreement. By 5:30 p.m., New York City time, on the first Business Day date following the date of this Agreement, the Company shall make commercially reasonable efforts to file a Current Report of Foreign Private Issuer on Form 86-K describing certain the terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and in the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act and attaching the Investor Presentation as an exhibit to such filing (including such exhibit, the “8-K Securities Filing”). From and after the filing of the 8-K Securities Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Securities Filing. In addition, effective upon the issuance of the Securities 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 or employees and the Placement Agents, on the one hand, and any of the Buyers, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Securities Filing with the SEC without the express written consent of such Buyer. In the event of If a breach of any of the foregoing covenantsBuyer has, or believes it has, received any of such material, nonpublic information regarding the covenants Company or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in it shall provide the reasonable good faith judgment of such Buyer), 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, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agentsCompany with written notice thereof. 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 shall issue any press releases or any other public statements with respect to the transactions contemplated hereby, other than a subsequent Report of Foreign Private Issuer on Form 6-K filed on the date of this Agreement that includes as exhibits the material Transaction Documents (including, without limitation, this Agreement, the Registration Rights Agreement and the form of Warrant); 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 Securities Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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)regulations. 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release or otherwiseotherwise other than in connection with the registration statement contemplated by the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market. Notwithstanding anything contained in this Agreement to To the contrary and without implication extent that the contrary would otherwise be trueCompany delivers any material, non-public information regarding the Company to a Buyer without such Buyer’s consent, absent an agreement as to confidentiality with respect to such information, the Company expressly acknowledges hereby covenants and agrees that upon the 8-K Filing no such Buyer shall not 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 toto Company, any of its Subsidiaries, or any of their respective officers, directors, agents or employees, or a duty to the Company, and of its Subsidiaries or any of their respective officers, directors, agents or employees not to trade on the basis of, any information regarding such material, non-public information, provided that the Buyer shall remain subject to applicable law. The Company or any understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of its Subsidiariesthe Company.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Lock-Up Agreement, the form of the Waiver and Amendment Agreement and the Registration Rights Agreement) , as exhibits to such filing as required by (including all attachments), the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing. 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing date hereof with the SEC 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 their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents (as determined in the reasonable good faith judgment of such Buyer)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 breach or such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, 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, affiliates, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on the date of this AgreementDecember 10, the Company shall 2003, issue a press release describing certain reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 (Guilford Pharmaceuticals Inc)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on the second Business Day after the date of this Agreement, the Company shall issue a press release describing certain (the "Press Release") reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of 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 as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)filing, announcement, release amendment 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 upon the 8-K Filing 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 (AFG Enterprises USA, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and file a Current Report on Form 86-K describing certain the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement, the form of the Notes, the form of Warrant, the form the Registration Rights Agreement, the form of Put Agreements, the Security Documents, the form of Voting Agreement and the form of the Registration Rights Agreement) Lock-Up Agreement as exhibits to such filing as required by filing) (including all attachments, the 1934 Act (the “8"6-K Filing”"). From and after the filing of the 86-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the prior express written consent of such Buyer. In the event of If a breach of any of the foregoing covenantsBuyer has, or believes it has, received any of such material, nonpublic information regarding the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, Company or any of its Subsidiaries from the Company or their respective officersa "person" acting on behalf of the Company" within the meaning of Rule 101(c) of Regulation FD in breach of the immediately preceding sentence (and not including any such information made available to such Buyer in connection with a Subsequent Placement after such Buyer requested an Offer Notice pursuant to the procedure set forth in Section 4(o)(iii)(1)), directorsit may provide the Company with written notice thereof. If the Company and its counsel agree that such information is material, employees and agents nonpublic information, the Company shall, within two (2) Trading Days (as determined defined in the reasonable good faith judgment Notes) of receipt of such Buyernotice, make public disclosure of such material, nonpublic information (the "MNPI Disclosure"). In the event the Company fails to make the MNPI Disclosure, 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 breach or such material, non-public information, as applicable, 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 shareholders 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 6-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant in the exhibits to the Registration Rights Agreement6-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement , except as otherwise required by any law, rule or regulation applicable to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that upon the 8-K Filing 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 consultation with 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 SubsidiariesBuyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on the date of this AgreementJune 21, the Company shall 2004, issue a press release describing certain reasonably acceptable to the Buyer disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first Business Day business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain Transaction Documents (including, without limitation, this Agreement and the form forms of the Registration Rights Agreement) Warrants as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such the Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Buyer in any filing, announcement, release or otherwise without the Buyer's consent; 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 8 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 the 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of the Notes, the form of Warrant, and the form of the Registration Rights Agreement) ), as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”FILING"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express 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, it shall promptly provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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, except where, as a result of the willful misconduct or gross negligence of such Buyer, any such disclosure contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Raptor Networks Technology Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.3:45 p.m., New York City time, on the date of this AgreementAugust 18, 2014, the Company shall issue a press release reasonably acceptable to the Buyers and file (x) a Current Report on Form 6-K and (y) a material change report on Form 51-102F3 in accordance with National Instrument 51-102 of the CSA with respect thereto (the "Cleansing Reports"), in each case describing certain (1) the terms of the transactions contemplated by the Transaction Documents in the form required by Applicable Securities Laws and on or before 9:30 a.m.attaching, New York City time, on to the first Business Day following the date of this Agreementextent required, the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrant, the form of Guarantee Agreement and the form of the Registration Rights Agreement) Lock-Up Agreement as exhibits to such filing), (2) the Company's overall financial plan, (3) the Company's forward looking guidance and (4) to the extent not already publicly disclosed, the financial results for the fiscal quarter ended June 30, 2014, and publicly filing as the Company's financial statements for the fiscal quarter ended June 30, 2014. To the extent that any material Transaction Documents are not attached to a material change report in accordance with the immediately preceding sentence because they are not required to be attached or otherwise, all of such material Transaction Documents, or forms thereof, shall be made publicly available on the Company's public record by the 1934 Act (the “8-K Filing”)filing such material Transaction Documents on SEDAR on or prior to August 18, 2014. From and after the filing of the 8-K Filing with the SECCleansing Reports, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K FilingCleansing Reports. In addition, effective upon the filing of the Cleansing Reports, 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, affiliates 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 shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof 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 their respective officers, directors, affiliates or agents, 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 any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)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 breach or such material, non-public information, as applicable, 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 affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public 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 Cleansing Reports and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day after execution of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on the second Business Day following the date of execution of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each Additional Investment Right and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (such filing including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this AgreementJanuary 21, 2010, the Company shall issue a press release describing certain (the "Press Release") reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 86-K describing certain the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant, the form the Registration Rights Agreement, the form of Voting Agreement and the form of the Registration Rights Agreement) Lock-Up Agreement as exhibits to such filing as required by filing) (including all attachments, the 1934 Act (the “8"6-K Filing”"). From and after the filing of the 86-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing Press Release with the SEC without the prior express written consent of such Buyer. In the event of If a breach of any of the foregoing covenantsBuyer has, or believes it has, received any of such material, nonpublic information regarding the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, Company or any of its Subsidiaries from the Company or their respective officersa "person" acting on behalf of the Company" within the meaning of Rule 101(c) of Regulation FD in breach of the immediately preceding sentence, directorsit may provide the Company with written notice thereof. If the Company and its counsel agree that such information is material, employees and agents nonpublic information, the Company shall, within two (as determined in the reasonable good faith judgment 2) Trading Days of receipt of such Buyernotice, make public disclosure of such material, nonpublic information (the "MNPI Disclosure"). In the event the Company fails to make the MNPI Disclosure, 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 breach or such material, non-public information, as applicable, 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 shareholders 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 6-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant in the exhibits to the Registration Rights Agreement6-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement , except as otherwise required by any law, rule or regulation applicable to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that upon the 8-K Filing 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 consultation with 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 SubsidiariesBuyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Trading Day following the date of this AgreementInitial Closing Date, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant, the Pledge Agreement, the Control Agreement and the Registration Rights Agreement) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”FILING", and the description and attachments, the "8-K MATERIALS"). On or before 8:30 a.m., New York Time, on the first Trading Day following the Subsequent Closing Date and each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated or proposed on such date. From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, nonthe 8-public information, as applicable, K Materials 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (although the consent of such Buyer shall not be required) 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this AgreementMarch 7, 2006, the Company shall issue a press release describing certain reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first second Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Registration Rights AgreementWarrant) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not disclose the identity of any Buyer in any filing with the SEC except as required by the rules and regulations of the SEC thereunder. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall notify the Company, and if the Company does not make public disclosure of such material nonpublic information within twenty four (24) hours of such notification, 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, as applicable, 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall (i) issue a press release describing certain (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall (ii) file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Registration Rights AgreementWarrants) as exhibits to such filing as required by the 1934 Act (including all attachments, the “Initial 8-K Filing”). From and after the filing 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, on or before 8:30 a.m., New York time, on the first (1st) Business Day after any Major Buyer delivers an Additional Closing Notice to the Company, file a Current Report on Form 8-K Filing (each, an “Additional 8-K Filing”, and together with the Initial 8-K Filing, the “8-K Filings”) reasonably acceptable to the Buyers, disclosing that a Major Buyer (without disclosing the identity of such Major Buyer in the body of such Additional 8-K Filing) has elected to deliver an Additional Closing Notice and attaching such Additional Closing Notice and all material Transaction Documents with respect to such Additional Closing (to the extent not previously included in a filing with the SEC). From and after the filing of each Additional 8-K Filing, no Buyer the Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to such Buyers by the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, covenants or any of the covenants or agreements contained in any other Transaction Document, Section 4(n) 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), 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, as applicable, 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 (iA) in substantial conformity with the 8 8-K Filing Filings and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) 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 (other than any registration statement filed pursuant to the Registration Rights Agreement8-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 upon the 8-K Filing 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 (Kandi Technologies Group, Inc.)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 a.m., 8:00 a.m. New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes and the form of the Registration Rights AgreementWarrants) as exhibits (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 filing as 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 FilingFilings”). From and after the filing of the Initial 8-K Filing with Filing, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to any of the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, covenants or any of the covenants or agreements contained in any other Transaction Document, 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), 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, as applicable, 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 8-K Filing Filings and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement8-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 upon the 8-K Filing 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. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on the date first Business Day after execution of this Agreement, the Company shall issue a press release describing certain reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first second Business Day following the date of execution of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement and (but not the schedules to this Agreement), the form of Additional Investment Right and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (such filing including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event that the Company in writing requests any Buyer to enter into a written confidentiality agreement regarding information which the Company believes is material and non-public, and such Buyer informs the Company that it would not be willing to enter into such confidentiality agreement, then such Buyer shall be deemed to have waived its rights under Section 4(m) below with respect to any Subsequent Placement that is the subject of such request. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 9:00 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the forms of Warrants and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless otherwise required by the Transaction Documents, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event a Buyer becomes aware of a breach of any of the foregoing covenantsmaterial, or any of the covenants or agreements contained in any other Transaction Document, 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), in addition to any other remedy provided herein or in the Transaction Documentsnonpublic information, such Buyer shall have inform the right to Company of such information. The Company shall promptly make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by nonpublic information in a form mutually agreeable to both such Buyer and 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, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 affiliates to not) shall disclose the name of such any Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Touchstone Resources Usa, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 9:00 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release announcing the transactions contemplated by the Transaction Documents and on or before 5:00 p.m., New York City time on the fourth day following the date of this Agreement the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) the form of the Note, the form of the Warrant and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From The Company acknowledges, agrees and represents that from and after the filing date of the press release and 8-K Filing with Filing, to the SECbest of its knowledge, no Buyer Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the press release and 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing date of the press release and 8-K Filing with the SEC without the express written consent of such BuyerPurchaser. From and after the deadlines specified above, if a Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, and provided that the Company shall have failed (following proper written request therefor) to make an appropriate public disclosure consistent with the requirements of Regulation FD under the Exchange Act, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer a Purchaser 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, as applicable, 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 Purchaser shall 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. 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 press release and 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 (Cord Blood America, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on Upon the date request of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day any Investor following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide any Buyer such Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing date of the 8-K Filing with the SEC such request without the express written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Buyer Investor shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosuredisclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity a Current Report on Form 8-K in compliance with the 8 K Filing and contemporaneously therewith or within one (1) Business Day after requirements of the Closing Date to announce the Closing Exchange Act, and (ii) as is may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Buyer Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 (Delphax Technologies Inc)
Disclosure of Transactions and Other Material Information. The Company shall, on or before 11.59 p.m.., New York City Time, on December 14, 2005, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Day business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain Transaction Documents (including, without limitation, this Agreement and the form forms of the Registration Rights Agreement) Warrants as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, 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, as applicable, 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 Such 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. 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 herebyhereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise without such Buyer’s consent; 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.The Company shall, New York City time, by 8:30 p.m. Eastern time on the date earlier of this AgreementAugust 1, 2005 or the Company shall Effective Date (the "Required Disclosure Date"), issue a press release describing certain terms of the transactions contemplated and by the Transaction Documents and on or before 9:30 a.m., New York City time, 12:00 p.m. Eastern time on the first Business Day following the date of this Agreementsame day, the Company shall file issue a Current Report on Form 8-K describing certain K, each reasonably acceptable to a majority in interest of the Investors disclosing (i) any material nonpublic information provided to any Investor, and (ii) the material terms of the transactions contemplated by hereby, and, with respect to the Current Report, shall attach the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) thereto as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingexhibits. The Company shall not, and shall cause each of its Subsidiaries and its Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide any Buyer Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing of the 8-K Filing with the SEC Closing Date without the express written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within two business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Buyer Investor shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosuredisclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby naming the other party without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity a Current Report on Form 8-K in compliance with the 8 K Filing and contemporaneously therewith or within one (1) Business Day after requirements of the Closing Date to announce the Closing Exchange Act, and (ii) as is may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Buyer Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Without In addition to any other rights or claims an Investor may have, if the prior written consent Company fails to make the public disclosure required by the first sentence of this Section, then (i) the Company shall (a) pay each Investor an aggregate amount equal to (1) five percent (5%) of the applicable Buyertotal purchase price paid by the Investor for the Securities hereunder for each thirty (30) day period (or portion thereof) elapsing from the Required Disclosure Date until Company makes the required disclosure in accordance with this Section 4.11 (the "Disclosure Date"), plus (2) (b) in the event that the VWAP on the first Trading Day after the Disclosure Date is less than the VWAP on the Required Disclosure Date, the amount of such difference multiplied by the number of Securities and (ii) without any further action required, the Exercise Price of the Series A Warrants shall be automatically reduced to equal $1.50 per share and the Expiration Date of the Series A Warrants shall be extended one day for each day elapsing from the Required Disclosure Date until the Disclosure Date. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States beginning on the fifth day following the Required Disclosure Date and on the fifth day of each successive month thereafter. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company shall not will pay interest thereon at a rate 9% per annum (and shall cause each of its Subsidiaries and affiliates or such lesser maximum amount that is permitted to notbe paid by applicable law) disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)Investor, 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 upon the 8-K Filing no Buyer shall have (unless expressly agreed to by a particular Buyer after accruing daily from the date hereof such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid 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 Subsidiariesfull.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pharmafrontiers Corp)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City timeTime, on the date of this AgreementSeptember 30, the Company shall 2004, issue a press release describing certain reasonably acceptable to the Buyer disclosing all material terms of the transactions contemplated by the Transaction Documents and on hereby. On or before 9:30 8:30 a.m., New York City timeTime, on the first Business Day business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain Transaction Documents (including, without limitation, this Agreement and the form forms of the Registration Rights Agreement) Warrants as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of such the Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Buyer in any filing, announcement, release or otherwise without the Buyer's consent; 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 8 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 the 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m.5:00 p.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “Initial 8-K Filing”). From and after the filing of the Initial 8-K Filing with (but prior to the SECdelivery of an Additional Closing Notice to the Buyers), no Buyer the Company shall be in possession of any have disclosed all material, nonpublic non- public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., that is not disclosed in New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice to the Buyers, the Company shall file a Current Report on Form 8-K describing all the material terms of the Additional Closing (the “Additional 8-K Filing”, and together with the Initial 8-K Filing, the “8-K Filings”). The From and after the filing of the Additional 8-K Filing, the Company shall nothave disclosed all material, and shall cause each non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries and its and each 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 Additional Closing Notice in accordance with Section 1(b)(ii), the Company shall not, and agentsthe 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, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the Additional 8-K Filing with the SEC 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 or agreements contained in any other Transaction Document, 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), 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, 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 8-K Filing Filings and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Odyssey Marine Exploration Inc)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following As soon as reasonably practical after the date of this Agreement, the Company shall file a Current Report current report on Form 8-K 8K describing certain all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Statement of Designations) (including all attachments, the Registration Rights Agreement) as exhibits to such filing as required by “Current Report”). The Company shall file its Form 10-K for the 1934 Act year ended December 31, 2019 (the “82019 Form 10-K FilingK”)) no later than May 29, 2020. From and after the filing of the 8Current Report and the 2019 Form 10-K Filing with K, the SEC, no Buyer Company shall be in possession of any have disclosed all material, nonpublic nonpublic information received from the Company, (if any) provided to any of its Subsidiaries the Buyers by the Company or any Subsidiary or any of their respective officers, directors, employees or agents in connection with the Company and the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report and the 2019 Form 10-K, 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 Subsidiary or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the 8-K Filingone 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 each of their respective officers, directors, employees and agents, agents not to, unless required by applicable securities laws or stock exchange rules, provide any Buyer with any material, nonpublic nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, Buyer (which may be granted or any of the covenants or agreements contained withheld in any other Transaction Document, 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's sole discretion), 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, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 (Acreage Holdings, Inc.)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on within the fourth Business Day after the date of this Agreement, the Company shall (A) issue a press release describing certain (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents hereby and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall (B) file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Press Release without the express 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 of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the OTCBB (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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing no Buyer shall have (unless expressly agreed to such disclosure is required 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, law or a duty not to trade on the basis of, any information regarding the Company or any of its Subsidiariesregulation.
Appears in 1 contract
Samples: Securities Purchase Agreement (Universal Travel Group)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). 4.5.1 From and after the filing of the 8-K Filing any required disclosure materials or other filings with the SEC, no Buyer shall Purchaser will be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of their its respective officers, directors, employees or agents, agents that is not disclosed in such filing, the 8-K Filingomission to state which, in connection with a purchase or sale of securities, would result in any Purchaser’s violating the Securities Act, the Exchange Act, or applicable state securities or Blue Sky laws. The From and after the filing of the required materials with the SEC, without the express written consent of the Purchasers, the Company shall will not, and shall will cause each of its Subsidiaries and its subsidiaries and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, nonpublic information regarding the Company omission to state which, in connection with a purchase or sale of securities, would result in any of its Subsidiaries from and after Purchaser violating the filing of Securities Act, the 8-K Filing with the SEC without the express written consent of such BuyerExchange Act, or applicable state securities or Blue Sky laws. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, covenant by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Loan Documents, such Buyer shall Purchasers will 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, as applicable, material nonpublic information without the prior approval by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees or agents, provided that the Purchaser making such public disclosure shall have given the Company at least one Business Day prior notice of such public disclosure. No Buyer shall Purchaser will have any liability to the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. Subject to the foregoing.
4.5.2 Except as required by applicable law, neither the Company, its Subsidiaries no Loan Party nor any Buyer shall of their Affiliates will issue any press releases releases, shareholder notices or otherwise make any other public disclosures, filings or statements with respect to the transactions contemplated hereby; providedhereby or by the Transaction Documents, howeverthe Loan Documents or the IGT Subordinated Debt Documents or disclose the name of any Purchaser without the prior consent of such Purchaser. Notwithstanding the foregoing, the Company shall be entitled, without the prior approval of any Buyer, to make any may issue a press release or other make a public announcement or disclosure with respect to the transactions contemplated hereby to the extent that the Company has been advised by legal counsel that such transactions (i) in substantial conformity with the 8 K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing and (ii) as disclosure is required by applicable law and regulations (law, provided that in the case such case, Purchasers will be provided a prior draft of clause (i) each Buyer shall be consulted by such release, announcement or filing and the Company will review such draft and consult with the Purchasers 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 Subsidiariesfiling.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Progressive Gaming International Corp)
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this AgreementInitial Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing certain the terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (includingincluding as exhibits to such Current Report on Form 8-K this Agreement, without limitationthe Statement of Designations, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as , and the schedules hereto and thereto in the form required by the 1934 Act Act. (including all attachments, the “"8-K Filing”FILING"). On or before 8:30 a.m., New York City time, on the Business Day following each Additional Closing Date, if any, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such Additional Closing Date. From and after the filing of the 8-K Filing with the SEC, no Buyer - 15 - shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 shareholders 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 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (although the consent of such Buyer shall not be required) 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 9:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time, ) on the date of this Agreementsecond (2nd) Business Day following the Closing Date, the Company shall issue file a press release Form 6-K with the SEC describing certain the terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on including as exhibits to such Form 86-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement (including the schedules hereto) and the form of the Registration Rights Agreement) as exhibits to such filing as , in the form required by the 1934 Act (the “8Announcing Form 6-K FilingK”). From The Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing. The Company represents and warrants that, from and after the filing of the 8Announcing Form 6-K Filing with the SEC, no Buyer Purchaser shall be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8Announcing Form 6-K Filing with the SEC without the express prior written consent of such BuyerPurchaser. In the event of a breach of any of the foregoing covenantscovenant, or any of the covenants or agreements contained in any other Transaction Documentwhich breach continues for five (5) Business Days, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer a Purchaser 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, as applicable, material 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 Purchaser 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 Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Purchaser; 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 Announcing Form 6-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing subsequent thereto and (ii) as is required by applicable law and regulations Requirements of Law (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 applicable Buyer, the Company shall not (release and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreementbe provided with a copy thereof), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:30 8:30 a.m., New York City time, on the first (1st) Business Day after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K (each, reasonably acceptable to the Buyers) describing certain all the material terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on in the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated form required by the Transaction Documents 1934 Act and attaching certain all the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of Notes, the form of the Warrants and the form of the Registration Rights AgreementSecurity Documents) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"Initial 8-K Filing”"). From and after In addition, effective upon the filing of the Initial 8-K Filing with Filing, the SECCompany acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, no Buyer shall be in possession of any materialwhether written or oral, nonpublic information received from between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the one hand, and any Buyer or any of its affiliates, on the other hand, shall terminate. On or before 8:30 a.m., New York City Time, on the first (1st) 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 (each, an "Additional 8-K Filing," and together with the Initial 8-K Filing, the "8-K Filings"). The From and after the filing of the applicable 8-K Filing, the Company shall nothave disclosed all material, and shall cause each non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries and its and each 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 agentsthe 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, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the applicable 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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 an 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City timeTime, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first third (3rd) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Note, the form of Certificate of Designations, the form of Warrant and the Registration Rights Agreement) (including all attachments, the “Initial 8-K Filing”). On or before 8:30 a.m., New York time, on the third (3rd) Business Day following the Additional Closing Date, the Company shall file a Current Report on Form 8-K describing the Additional Closing and disclosing any previously undisclosed material, nonpublic information in the form required by the 1934 Act and attaching any material transaction documents not previously filed as exhibits to such filing as required by (including all attachments, the 1934 Act (“Final 8-K Filing”, and collectively with the Initial 8-K Filing, the “8-K FilingFilings”). From and after the filing with the SEC of the 8Company’s Annual Report on Form 10-K Filing with for the SECfiscal year ended December 31, 2005 (the “2005 Form 10-K”) and as to the Guardian Information, on or after such information is made public, which shall occur by no Buyer later than May 15, 2006, the Company shall be in possession of have disclosed any material, material nonpublic information received from delivered to the Company, Buyers by the Company or any of its Subsidiaries Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 82005 Form 10-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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), 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, 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, 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 8-K Filing Filings or the 2005 Form 10-K and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 affiliates to not) shall disclose the name of such any Buyer in any filing (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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 (Devcon International Corp)
Disclosure of Transactions and Other Material Information. On Borrower shall file a current report on Form 8-K reasonably acceptable to Holder (the “8-K Filing”) on or before 9:30 8:30 a.m., New York City time, on December 23, 2020 in the date of this Agreementform required by the 1934 Act, the Company shall issue a press release describing certain terms of relating to the transactions contemplated by the Transaction Documents this Amendment and on or before 9:30 a.m., New York City time, on the first Business Day following the date other substantially identical amendment agreements and attaching a form of this Agreement, Amendment as an exhibit to the Company shall file a Current Report on Form 8-K describing certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer Holder shall not be in possession of any material, nonpublic information received from Borrower, any of its Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in the Company8-K Filing. In addition, effective upon the filing of the 8-K Filing, Borrower acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between Borrower, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in on the 8-K Filingone hand, and Holder or any of its respective affiliates, on the other hand, shall terminate and be of no further force or effect. The Company Borrower shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer Holder with any material, nonpublic information regarding the Company Borrower or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of such BuyerHolder or as otherwise contemplated hereby. In To the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, by the Companyextent that Borrower, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, affiliates employees and or agents (as determined in the reasonable good faith judgment of such Buyer), in addition to delivers 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 informationinformation to Holder without Holder's consent, as applicable, without the prior approval by the CompanyBorrower hereby covenants and agrees that Holder shall not have any duty of confidentiality to Borrower, any of its Subsidiaries, 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 or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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 agents with respect to, or a duty to Borrower, any of its Subsidiaries or any of their respective officers, directors, employees or agents not to trade on the basis of, any information regarding such material, non-public information. Borrower understands and confirms that Holder will rely on the Company or any foregoing representations in effecting transactions in securities of its SubsidiariesBorrower.
Appears in 1 contract
Samples: Convertible Note & Standstill Agreement (GT Biopharma, Inc.)
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following after the date of this Agreementhereof, the Company shall issue a press release reasonably acceptable to the Buyers (the “Press Release”) and file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) , as exhibits an exhibit to such filing as required by the 1934 Act (the “8-K Filing”including all attachments)). From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, agents that is not disclosed in the 8-K FilingPress Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing date hereof with the SEC without the express prior written consent of such Buyer. In If a Buyer has, or believes it has, received any such material, nonpublic information regarding the event of a breach of any of the foregoing covenants, Company or any of the covenants or agreements contained in any other Transaction Document, by its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees and affiliates, employees, shareholders or agents (as determined in for any such disclosure. To the reasonable good faith judgment of such Buyer), in addition to extent that the Company delivers 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 informationinformation to a Buyer without such Buyer’s consent, 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 Company hereby covenants and agrees that such Buyer shall not have any liability duty of confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees, stockholders affiliates or agentsagents with respect to, for any or a duty not to trade on the basis of, such disclosurematerial, non-public 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 Press Release and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 Except as required by applicable law, 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 8:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City timeTime, on the first Business Trading Day following the date of this AgreementInitial Closing Date, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act, and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Notes, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing as required by (including all attachments, the 1934 Act (the “"8-K Filing”"). On or before 8:30 a.m., New York City Time, on the first Trading Day following the Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated or proposed on such date. From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Subsidiary or any of their its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within two Business Days the Buyer may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, material nonpublic information without the prior approval by the Company, any each Subsidiary, or each 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 SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosuredisclosure unless such Buyer acts with gross negligence or willful misconduct. 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 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 (other than any registration statement filed pursuant to the Registration Rights Agreement), 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 upon the 8-K Filing 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
Disclosure of Transactions and Other Material Information. On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press describing the terms of the transactions contemplated by the Transaction Documents (the “Press Release”). On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing certain the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching certain the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Certificate of Designations, the form of Registration Rights Agreement and the form of the Registration Rights AgreementWarrant) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing with the SECPress Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC 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, it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Certificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants, or any of the covenants or agreements contained in any other Transaction Document, 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)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 breach or such material, non-public information, as applicable, 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 8-K Filing and contemporaneously therewith or within one (1) Business Day after the Closing Date to announce the Closing 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 (other than any registration statement filed pursuant to the Registration Rights Agreement)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 upon the 8-K Filing 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
