Common use of Form 8-K; Press Releases Clause in Contracts

Form 8-K; Press Releases. (a) As promptly as practicable after execution of this Agreement, the Acquirer will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, a copy of which will be provided to the Target Company at least one (1) Business Day before its filing deadline and Acquirer shall consider in good faith any comments of the Owners’ Representative prior to filing. Promptly after the execution of this Agreement, the Acquirer and the Target Company shall also issue a joint press release announcing the execution of this Agreement, in form and substance mutually acceptable to the Acquirer and the Owners’ Representative. (b) Before the Closing, the Acquirer shall begin preparing, in consultation with the Target Company, a draft Current Report on Form 8-K in connection with and announcing the Closing, together with, or incorporating by reference, such information that is required to be disclosed with respect to the Transactions pursuant to Form 8-K (the “Closing Form 8-K”). Prior to the Closing, the Acquirer and the Target Company shall prepare a mutually agreeable press release announcing the consummation of the Transactions (the “Closing Press Release”). Concurrently with the Closing, the Acquirer shall distribute the Closing Press Release and, as soon as practicable thereafter, file the Closing Form 8-K with the SEC.

Appears in 2 contracts

Samples: Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)

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Form 8-K; Press Releases. (a) As promptly as practicable after execution of this Agreement, the Acquirer Purchaser will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, a copy of which will be provided to the Target Company Acquired Companies at least one (1) Business Day before its filing deadline and Acquirer Purchaser shall consider in good faith any comments of the OwnersSellers’ Representative prior to filing. Promptly after the execution of this Agreement, the Acquirer Purchaser and the Target Company Acquired Companies shall also issue a joint press release announcing the execution of this Agreement, in form and substance mutually acceptable to the Acquirer Purchaser and the OwnersSellers’ Representative. (b) Before the Closing, the Acquirer Acquired Companies shall begin preparing, in consultation with the Target CompanyPurchaser, a draft Current Report on Form 8-K in connection with and announcing the Closing, together with, or incorporating by reference, such information that is required to be disclosed with respect to the Transactions pursuant to Form 8-K (the “Closing Form 8-K”). Prior to the Closing, the Acquirer Purchaser and the Target Company Acquired Companies shall prepare a mutually agreeable press release announcing the consummation of the Transactions (the “Closing Press Release”). Concurrently with the Closing, the Acquirer Purchaser shall distribute the Closing Press Release and, as soon as practicable thereafter, file the Closing Form 8-K with the SEC.

Appears in 1 contract

Samples: Plan of Merger and Equity Purchase Agreement (RumbleON, Inc.)

Form 8-K; Press Releases. (a) As promptly as practicable after execution of this Agreement, the Acquirer Purchaser, in consultation with the Sellers’ Representative, will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, a copy of which will be provided to the Target Company at least one (1) Business Day before its filing deadline and Acquirer shall consider in good faith any comments of the Owners’ Representative prior to filing. Promptly after the execution of this Agreement, the Acquirer Purchaser and the Target Company Acquired Companies shall also issue a joint press release announcing the execution of this Agreement, in form and substance mutually acceptable to the Acquirer Purchaser and the OwnersSellers’ Representative. (b) Before the Closing, the Acquirer Purchaser shall begin preparing, in consultation with the Target CompanySellers’ Representative, a draft Current Report on Form 8-K in connection with and announcing the Closing, together with, or incorporating by reference, such information that is required to be disclosed with respect to the Transactions pursuant to Form 8-K (the “Closing Form 8-K”). Prior to the Closing, the Acquirer Purchaser and the Target Company Sellers’ Representative shall prepare a mutually agreeable press release announcing the consummation of the Transactions (the “Closing Press Release”). Concurrently with the Closing, the Acquirer Purchaser shall distribute the Closing Press Release and, as soon as practicable thereafter, file the Closing Form 8-K with the SEC.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (RumbleOn, Inc.)

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Form 8-K; Press Releases. (a) As promptly as practicable after execution of this Agreement, the Acquirer Acquiror will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, a copy of which will be provided to the Target Company at least one two (12) Business Day Days before its filing deadline and Acquirer shall consider in good faith any comments of which the Owners’ Representative Company may review and comment upon prior to filingfiling and Acquiror will not file such Current Report on Form 8-K without the Company’s prior written consent (not to be unreasonably conditioned, delayed or withheld). Promptly after the execution of this Agreement, the Acquirer Acquiror and the Target Company shall will also issue a joint press release announcing the execution of this Agreement, in form and substance mutually acceptable to the Acquirer Acquiror and the Owners’ RepresentativeCompany. (b) Before At least five (5) days prior to the Closing, the Acquirer shall Company and Acquiror will begin preparing, in consultation with the Target CompanyAcquiror, a draft Current Report on Form 8-K in connection with and announcing the Closing, together with, or incorporating by reference, such information that is required to be disclosed with respect to the Transactions Merger pursuant to Form 8-K (the “Closing Form 8-K”). Prior to the Closing, the Acquirer Acquiror and the Target Company shall will prepare a mutually agreeable press release announcing the consummation of the Transactions Merger (the “Closing Press Release”). Concurrently with the Closing, the Acquirer shall Acquiror will distribute the Closing Press Release and, as soon as practicable thereafter, file the Closing Form 8-K with the SEC.

Appears in 1 contract

Samples: Merger Agreement (Roth CH Acquisition II Co)

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