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

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

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

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

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

Disclosure of Transactions and Other Material Information. On the Closing Date or before 5:30 p.m.such later time as shall be agreed between the Company and the Investor, New York City time, on the fourth (4th) Business Day following (i) the date of this Agreement the Company shall issue a press release and reasonably acceptable to the Investor disclosing all material terms of the transactions contemplated hereby. As promptly as practicable but in any event not later than 5:30 p.m., New York local time, on the first Trading Day following the Closing Date, the Company shall file a current report Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Other Investor Documents, the Series D Certificate of Designations, the Exchange Registration Rights Agreement and the form of the Exchange Warrants and in the form required by the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-K”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form "8-K relating FILING"). Notwithstanding the foregoing, the preceding sentence is not intended to impose any greater disclosure obligation on the transactions contemplated hereby, in the form required Company than is imposed by the 1934 ActAct and the rules promulgated thereunder. In addition, following The Company shall provide the Closing, Investor with a draft copy of the Company may file a press release and a Form 8-K relating Filing as early as practicable prior to the Closing filing. Thereafter, for a period of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K”). A reasonable time prior to issuing any press release referred to in the previous two sentences, years the Company shall provide the Buyer Investor promptly after filing with a copy copies of all filings made by the Company with the SEC pursuant to Section 13 or 15 of the proposed press release 0000 Xxx. The Company and the Investor shall consult with the Buyer with respect to the content of such press release and Pre-Closing 8-K, or Post-Closing 8-K, as the case may be, and consider each other in good faith any comments proposed by the Buyer. Subject to the foregoing, none of the Company and the Subsidiaries nor the Buyer shall issue issuing any press releases or any other otherwise in making public statements or filings with the SEC or any regulatory agency or Principal Market with respect to the transactions contemplated hereby; provided. Except as set forth above, however, that (i) neither the Investor nor the Company shall be entitled, without the prior approval of the Buyer, to make issue any press release or otherwise make any public statement, filing or other communication about the transactions contemplated hereby without the prior consent of the other, except if such disclosure is required by law or the rules and regulations of any Principal Market, in which case the disclosing party shall promptly provide the other parties with prior notice of such public disclosure statement, filing or other communication. The Company shall not, and shall use its reasonable best efforts to cause each of its officers, directors, employees and agents not to, provide the Investor with respect to such transactions in substantial conformity with any material nonpublic information regarding the Pre-Closing Company or any of its Subsidiaries from and after the filing of the 8-K or Filing without the Post-Closing 8-K, as express written consent of the case may be (provided that the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release and consider in good faith any comments proposed by the Buyer) and (ii) either party may make such disclosure as is required by applicable LawInvestor.

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

Disclosure of Transactions and Other Material Information. On The Company shall on or before 5:30 p.m.9:30 a.m., New York City time, on the fourth first (4th1st) Business Day immediately following (i) the date of this Agreement the Company shall Agreement: (i) issue a press release and file a current report on Form 8-K describing (the “Press Release”) reasonably acceptable to the Buyer disclosing all the material terms of the transactions contemplated by this Agreement, in including the form required by name of the 1934 Act and attaching this Agreement (and, as appropriate, any other Transaction Document) as an exhibit to such filing (including such attachment, the “Pre-Closing 8-K”)Buyer, and (ii) furnish a Report of Foreign Private Issuer on Form 6- K, complying as to form and substance with the requirements of the Exchange Act, that includes the Press Release as an exhibit thereto (including such other matters as are required or deemed appropriate exhibit, the “6-K Filing”). All MNPI shall be disclosed by the Company to be disclosed under Form 8-K relating Company, on or prior to the transactions contemplated herebyseventy-fifth (75th) calendar day following the Closing (the “Disclosure Deadline”), in a manner sufficient to ensure that, effective upon the form required making of such disclosure, the MNPI shall not constitute “material non-public information” under applicable U.S. securities laws (and SEC staff and judicial interpretations thereof); provided, however, that such requirement shall not apply if, prior to the Disclosure Deadline, the Company delivers to the Buyer a certificate (the “MNPI Certificate”), duly executed by the 1934 ActChief Executive Officer of the Buyer, stating that the MNPI no longer constitutes “material non-public information” under applicable U.S. securities laws (and SEC staff and judicial interpretations thereof). In additionthe event that the Company fails to disclose such MNPI or deliver an MNPI Certificate to the Buyer on or prior to the Disclosure Deadline, the Buyer shall be permitted to publicly disclose the MNPI in a manner sufficient to ensure that, effective upon the making of such disclosure, such MNPI shall not constitute “material non-public information” under applicable U.S. securities laws (and SEC staff and judicial interpretations thereof). The Company shall use its reasonable best efforts to deliver an MNPI Certificate to the Buyer promptly, and in any event no later than two (2) Business Days, following the Closing, date on which the Company may file a press release first determines in good faith that the MNPI no longer constitutes “material non-public information” under applicable U.S. securities laws (and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑K”SEC staff and judicial interpretations thereof). A reasonable time prior to issuing any press release referred to in the previous two sentencesThe Company shall not, and the Company shall cause each of its officers, directors, employees and agents, not to, provide the Buyer with a copy any material, non-public information regarding the Company from and after the Closing without the express prior written consent of the proposed press release and shall consult with the Buyer with respect to the content of such press release and Pre-Closing 8-K, (which may be granted or Post-Closing 8-K, as the case may be, and consider withheld in good faith any comments proposed by the Buyer’s sole discretion). Subject to the foregoing, none of neither the Company and the Subsidiaries nor the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the Buyer, to make issue the Press Release and any other press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the Pre-Closing 86-K or the Post-Closing 8-K, Filing and (ii) as the case may be is required by applicable law and regulations (provided that in the case of clause (i) the 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 and consider in good faith any comments proposed by the Buyer) and (ii) either party may make such disclosure as is required by applicable Lawrelease).

Disclosure of Transactions and Other Material Information. On or before 5:30 p.m.The Company shall (i) within forty-eight (48) hours following the date of this Agreement issue a press release describing the material terms of the transactions contemplated hereby, and (ii) by 8:30 a.m., New York City time, time on or before the fourth (4th) Business Day immediately following (i) the date of this Agreement the Company shall issue a press release and Agreement, file a current report Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement, the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and, as appropriate, any other Transaction Documentand the form of the September 2008 Warrants) as an exhibit exhibits to such filing (including such attachmentall attachments, the “Pre-Closing 8-K”), and (ii) such other matters as are required or deemed appropriate by the Company to be disclosed under Form 8-K relating to the transactions contemplated hereby, in the form required by the 1934 Act. In addition, following the Closing, the Company may file a press release and a Form 8-K relating to the Closing of the transactions contemplated hereby to the extent deemed appropriate by the Company (the “Post-Closing 8‑KFiling”). A reasonable time prior to issuing any press release referred to in Neither the previous two sentencesCompany, the Company shall provide the Buyer with a copy of the proposed press release and shall consult with the Buyer with respect to the content of such press release and Pre-Closing 8-K, or Post-Closing 8-K, as the case may be, and consider in good faith any comments proposed by the Buyer. Subject to the foregoing, none of the Company and the its Subsidiaries nor the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Pre-Closing 8-K or the Post-Closing 8-K, as the case may be (provided that the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release Filing and consider in good faith any comments proposed by the Buyer) contemporaneously therewith and (ii) either party may make such disclosure as is required by applicable Lawlaw and regulations. Without the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of Buyer in any filing, announcement, release or otherwise; provided, however, that such consent shall be deemed to be given for any disclosure required by law in the reasonable opinion of the Company or its counsel.

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