Form 8-K Filing. Not less than 5 Business days prior to the Closing Date, each of ACS and GCI shall provide the other Parent with the financial statements (which shall be audited to the extent required), or other financial information, required under Item 9.01 of SEC Form 8-K for such other Parent and its Affiliates to file such report. Each of ACS and GCI shall cooperate with the other Parent and provide such information or documentation as may be necessary for it to complete the filing of SEC Form 8-K as may be required pursuant to Item 2.01 thereto to be filed in connection with the Transactions. GCI will cooperate with ACS to seek from the SEC an exemption from any applicable audited financial statement requirement under Item 9.01 of SEC Form 8-K. Notwithstanding anything else set forth herein, the Closing shall not occur until such time as (i) if required, the audited financial statements required for the filing of SEC Form 8-K have been completed or (ii) an exemption from any applicable audited financial statement requirement has been obtained. Each Parent will bear its own costs and expenses with respect to this Section 5.5.
Form 8-K Filing. The Company shall within four (4) Business Days immediately following the date hereof, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, disclosing, among other matters, the material terms of the transactions contemplated hereby and thereby, with the Commission.
Form 8-K Filing. Each of ACS and GCI Parent shall cooperate with the other and provide such information or documentation as may be necessary for it to complete the filing of SEC Form 8-K as may be required pursuant to Item 2.01 thereto to be filed in connection with the Transactions. Each Party will bear its own costs and expenses with respect to this Section 6.4.
Form 8-K Filing. Parent and the Company shall cooperate in good faith with respect to the preparation of, and as promptly as practicable after the execution of this Agreement, Parent shall file with the SEC, a Current Report on Form 8-K pursuant to the 1934 Act to report the execution of this Agreement; provided that Parent shall permit the Company and its counsel to review and accept such reasonable comments of the Company to such Form 8-K prior to filing. Parent and the Company shall cooperate in good faith with respect to the preparation of, and prior to the Closing, Parent shall prepare and use reasonable best efforts to provide to the Company for review at least five (5) Business Days prior to the Closing, a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the required pro forma financial statements and the historical financial statements prepared by the Company and its accountant (“Transaction Form 8-K”). Prior to Closing, Parent and the Company shall prepare the press release announcing the consummation of the Contemplated Transactions hereby (“Press Release”). Promptly following the Closing, Parent shall file the Transaction Form 8-K with the SEC and distribute the Press Release; provided that Parent shall accept such reasonable comments of Company to the Transaction Form 8-K prior to filing.
Form 8-K Filing. The Company shall, no later than 5:30 pm Eastern Time on the business day immediately following the Closing, file with the Commission a Current Report on Form 8-K (as prescribed by the Exchange Act) disclosing (i) the transactions contemplated hereunder and pursuant to the Warrants and (ii) any other financing transaction, securities issuance or other material event required to be disclosed on Form 8-K, in each case of which the Lenders has knowledge, which has occurred, or is occurring on or as of the date of the Closing (and not previously publicly disclosed by the Company) (the “Form 8-K”). The Company shall provide a draft of the Form 8-K to the Lenders for review and comment a reasonable time prior to the filing thereof (the “Form 8-K Filing”).
Form 8-K Filing. The Parties acknowledge and agree that, following the execution of this Agreement, Parent may file a Current Report on Form 8-K reporting the execution of this Agreement in a form mutually agreed by the Parties (such agreement not to be unreasonably withheld, conditioned or delayed by any Party); provided that in no event shall the Current Report on Form 8-K be filed later than four (4) business days after the date on which this Agreement is executed.
Form 8-K Filing. On or before the second business day following the Closing, the Company shall file a Current Report or Form 8-K with the SEC describing the material terms of the transactions contemplated by this Agreement. Upon the filing of this required report, to the knowledge of the Company, no Subscriber shall be in possession of material nonpublic information received from the Company or any of its officers, employees or agents that is not disclosed in the Form 8-K.
Form 8-K Filing. On or before 9:00 am New York time on September 12, 2011 (the “8-K Filing Time”), the Company shall file a Current Report on Form 8-K which such Form 8-K shall (i) describe the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act, unless already publicly disclosed in a prior Current Report on Form 8-K and (ii) disclose all other material, non-public information received by the Holder from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents prior to the 8-K Filing Time, if any (the “8-K Filing”). Immediately after the filing of the 8-K Filing with the SEC, the 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. From and after the 8-K Filing Time, the Company covenants and agrees that neither it nor any other person or entity acting on its behalf will provide the Holder or its agents or counsel with any information that the Company believes constitutes material non-public information without the Holder’s consent. The Company understands and confirms that the Holder shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by the Holder: (i) the Holder does not have any obligation of confidentiality with respect to any information that the Company provides to the Holder; and (ii) the Holder shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if the Holder engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such material non-public information. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or each of its respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Holder 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 ...
Form 8-K Filing. The Company shall provide Audited Financial Statements, Unaudited Financial Statements, pro formas, and such information as required to file a Recent Report on Form 8-K (and including “Form 10 level disclosure) within four (4) business days of the Effective Date. “Audited Financial Statements” shall include a balance sheet and the related statements of operation, changes in Stockholders’ equity and cash flows and any required footnotes and such other disclosure materials, in each case, to the extent required to be included in the Form 8-K, prepared in accordance with GAAP, and in compliance with Regulation S‑X, Regulation S‑B and the General Rules and Regulations of the Securities Exchange Act of 1934, as amended. “Unaudited Financial Statements” means the quarterly period then completed following the fiscal year end of the Company including the balance sheet and the related statements of operation, changes in Stockholders’ equity and cash flows and any required footnotes and such other disclosure materials, in each case, to the extent required to be included in the Form 8-K, prepared in accordance with GAAP, and in compliance with Regulation S‑X, Regulation S‑B and the General Rules and Regulations of the Securities Exchange Act of 1934, as amended.
Form 8-K Filing. On or before the fourth business day following the Closing, the Company shall file a Current Report or Form 8-K with the SEC describing the material terms of the transactions contemplated by this Agreement.
