Filing of Current Report and Registration Statement. Each of the Company, D-Wave, and DPCM agrees that DPCM shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall file with the SEC, within thirty (30) days of the date of Closing, a new registration statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”); provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed. The Company and DPCM shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, DPCM shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company or DPCM.
Appears in 2 contracts
Samples: Purchase Agreement (D-Wave Quantum Inc.), Purchase Agreement (DPCM Capital, Inc.)
Filing of Current Report and Registration Statement. Each of the Company, D-Wave, Company and DPCM Apexigen agrees that DPCM the Company shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within thirty (30) days of the date of Closingclosing of the Merger, a new registration statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”); , provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The Company and DPCM shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, DPCM the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company or DPCMCompany.
Appears in 2 contracts
Samples: Purchase Agreement (Brookline Capital Acquisition Corp.), Purchase Agreement (Brookline Capital Acquisition Corp.)
Filing of Current Report and Registration Statement. Each of the Company, D-Wave, and DPCM The Company agrees that DPCM it shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, this Agreement and the Transaction Documents Registration Rights Agreement (the “Current Report”). The Company shall also file with the SEC, within thirty (30) calendar days of from the date of ClosingExecution Date, a new registration statement on Form S-1 (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering only the resale of the up to 6,666,667 Purchase Shares and all of the up to 66,667 Commitment Shares Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof Execution Date (the “Registration Rights Agreement”); provided, however, that the Company may delay filing or suspend the use of any Registration Statement registration statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use would require premature disclosure of information that could materially adversely affect the Company; provided, however, that in the event the Investor owns Purchase Shares at the time of any such suspension of use of the registration statement, the Company shall use reasonable best efforts to make such registration statement available for the resale of such securities by the Investor as soon as practicable thereafter. The Company and DPCM shall permit the Investor to review and comment upon the substantially final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC andSEC, with respect and the Company shall give due consideration to information regarding the Investor or the transaction contemplated hereby, DPCM shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objectsall such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it the substantially final version thereof from the Company. The Investor shall cooperate with the Company or DPCMas reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Registration Statement with the SEC.
Appears in 1 contract
Samples: Securities Purchase Agreement (Salarius Pharmaceuticals, Inc.)
Filing of Current Report and Registration Statement. Each of the Company, D-Wave, and DPCM The Company agrees that DPCM the Company shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K or another form as appropriate relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within thirty fifteen (3015) days Business Days of the date of Closing, this Agreement a new registration statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”); , provided, however, that the Company may delay filing or suspend the use of any Registration Statement registration statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The Company and DPCM shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two one (21) Business Days Day prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, DPCM the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company or DPCMCompany.
Appears in 1 contract
Samples: Purchase Agreement (Zapata Computing Holdings Inc.)
Filing of Current Report and Registration Statement. Each of the Company, D-Wave, Company and DPCM Nuburu agrees that DPCM the Company shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, the Company shall not file the Current Report with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company. The Company shall also file with the SEC, within thirty (30) days of the date of Closingclosing of the Merger, a new registration statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”); provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed. The Company and DPCM shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, DPCM shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company or DPCM.
Appears in 1 contract
Filing of Current Report and Registration Statement. Each of the Company, D-Wave, Company and DPCM Xxxxxx agrees that DPCM the Company shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within thirty forty-five (3045) days of the date of Closingclosing of the Merger, a new registration statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”); , provided, however, that the Company may delay filing or suspend the use of any Registration Statement registration statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The Company and DPCM shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, DPCM the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company or DPCMCompany.
Appears in 1 contract
Filing of Current Report and Registration Statement. Each of the Company, D-Wave, Company and DPCM Xxxxxx agrees that DPCM the Company shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within thirty (30) days of the date of Closingclosing of the Merger, a new registration statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”); , provided, however, that the Company may delay filing or suspend the use of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the Registration Statement registration statement to not contain a material misstatement or omission, an amendment thereto would be needed. , or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company.. The Company and DPCM shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, DPCM the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from the Company or DPCMCompany.
Appears in 1 contract
Samples: Purchase Agreement (Growth Capital Acquisition Corp.)