Common use of Initial Public Announcements and Required Filings Clause in Contracts

Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m., New York City time, on the second Trading Day immediately after the date of this Agreement, furnish or file with the Commission a Report on Form 6-K disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including the terms of the issuance of the Commitment Shares to the Investor in accordance with Section 10.1(ii), and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (including all exhibits thereto, the “Form 6-K”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K prior to furnishing the Form 6-K with the Commission. From and after the furnishing or filing, as the case may be, of the Form 6-K with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclose the terms of such transactions on a need-to-know basis to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information, and the Investor shall be responsible for any breach of this covenant by any such Persons) and, notwithstanding any public disclosure by the Company with respect to the transactions contemplated by the Transaction Documents, the Investor will continue to maintain confidentiality of any information disclosed to it in connection with the transactions contemplated by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited (the “Company”) has determined that the information (i) is not material and (ii) contains personal information.

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (Iris Energy LTD)

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Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m.9:00 a.m., New York City time, on the second Trading Day immediately after the date of this Agreement, furnish or file with the Commission a Report of Foreign Private Issuer on Form 6-K disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including the terms of including, without limitation, the issuance of the Initial Commitment Shares to the Investor in accordance with Section 10.1(ii10.1(b)(i), and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (including all exhibits thereto, the “Form 6-KK Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Report prior to furnishing filing the Form 6-K Report with the Commission. From and after the furnishing or filing, as the case may be, filing of the Form 6-K Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclose the terms of such transactions on a need-to-know basis to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information). Not later than 15 calendar days following the Closing Date, and the Investor shall be responsible for any breach of this covenant by any such Persons) and, notwithstanding any public disclosure by the Company shall file a Form D with respect to the transactions contemplated issuance and sale of the Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing. The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the Initial Registration Statement and any New Registration Statement covering only the resale by the Transaction DocumentsInvestor of the Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Investor will continue Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to maintain confidentiality of any information disclosed to it be used in connection with resales of the transactions contemplated Registrable Securities by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited Investor pursuant to such Registration Statement (the “Company”) has determined that the information (i) is not material and (ii) contains personal informationor post-effective amendment thereto).

Appears in 1 contract

Samples: Ordinary Shares Purchase Agreement (Pagaya Technologies Ltd.)

Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m.within the time period required under the Exchange Act, New York City time, on disclose in a manner permitted by the second Trading Day immediately after the date of this Agreement, furnish or file with the Commission a Report on Form 6-K disclosing Exchange Act the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including including, without limitation, the terms of Upfront Commitment Fee payable by the issuance of the Commitment Shares Company to the Investor in accordance with Section 10.1(ii), and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company (including all exhibits thereto, the “Form 6-KInitial Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Initial Report prior to furnishing filing the Form 6-K Initial Report with the CommissionCommission and shall give due consideration to all such comments. From and after the furnishing or filing, as the case may be, filing of the a current report on Form 68-K with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclose the terms of such transactions on a need-to-know basis to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information, and the Investor shall be responsible for any breach of this covenant by any such Persons) and, notwithstanding any public disclosure by the Company with respect to the transactions contemplated by the Transaction Documents, the Investor will continue to maintain confidentiality of any information disclosed to it in connection with the transactions contemplated by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited (the “Company”) has determined that the information (i) is not material and (ii) contains personal information).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Boxed, Inc.)

Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m., New York City time, on the second within four (4) Trading Day immediately after Days of the date of this Agreement, furnish or file with the Commission a Report current report on Form 6-K describing the material terms of the transactions contemplated by the Transaction Documents, including, without limitation, the agreement to issue the Commitment Ordinary Shares to the Investor, and attaching as exhibits thereto copies of each of this Agreement, the Registration Rights Agreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including the terms of the issuance of the Commitment Shares to the Investor in accordance with Section 10.1(ii), and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (including all exhibits thereto, the “Form 6-KCurrent Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Current Report prior to furnishing filing the Form 6-K Current Report with the CommissionCommission and shall give due consideration to all such comments. From and after the furnishing or filing, as the case may be, filing of the Form 6-K Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company Company, or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated therebytransactions), except that the Investor may disclose the terms of such transactions on a need-to-know basis (a) to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information), (b) as provided in this Agreement, (c) as required pursuant to applicable federal and state securities laws, rules and regulations, and the rules of the Trading Market or any Eligible Market or other stock exchange upon which the ADSs are listed or (d) to the extent such terms become generally available to the public not as a result of any action or inaction of Investor shall be responsible for any breach in violation of this covenant by any such PersonsAgreement. Not later than fifteen (15) andcalendar days following the date of this Agreement, notwithstanding any public disclosure by the Company shall file a Form D with respect to the transactions contemplated issuance and sale of the Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing (the availability of which on the Commission’s EXXXX system shall constitute provision of such copy). The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the Initial Filing Deadline, file with the Commission the Initial Registration Statement and the Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file any New Registration Statement covering the resale by the Transaction DocumentsInvestor of the Registrable Securities, in each case, in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Investor will continue Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to maintain confidentiality of any information disclosed to it be used in connection with resales of the transactions contemplated Registrable Securities by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited Investor pursuant to such Registration Statement (the “Company”) has determined that the information (i) is not material and (ii) contains personal informationor post-effective amendment thereto).

Appears in 1 contract

Samples: Securities Purchase Agreement (Lotus Technology Inc.)

Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m., New York City time, on the second within four (4) Trading Day immediately after Days of the date of this Agreement, furnish or file with the Commission a Report current report on Form 68-K describing the material terms of the transactions contemplated by the Transaction Documents, including, without limitation, the agreement to either issue the Commitment Shares or pay the Commitment Fee to the Investor, and attaching as exhibits thereto copies of each of this Agreement, the Registration Rights Agreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including the terms of the issuance of the Commitment Shares to the Investor in accordance with Section 10.1(ii), and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (including all exhibits thereto, the “Form 6-KCurrent Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Current Report prior to furnishing filing the Form 6-K Current Report with the CommissionCommission and shall give due consideration to all such comments. From and after the furnishing or filing, as the case may be, filing of the Form 6-K Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company Company, or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated therebytransactions), except that the Investor may disclose the terms of such transactions on a need-to-know basis (a) to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information), (b) as provided in this Agreement, (c) as required pursuant to applicable federal and state securities laws, rules and regulations, and the rules of the Trading Market or any Eligible Market or other stock exchange upon which the Common Stock is listed or (d) to the extent such terms become generally available to the public not as a result of any action or inaction of Investor shall be responsible for any breach in violation of this covenant by any such PersonsAgreement. Not later than fifteen (15) andcalendar days following the date of this Agreement, notwithstanding any public disclosure by the Company shall file a Form D with respect to the transactions contemplated issuance and sale of the Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing (the availability of which on the Commission’s XXXXX system shall constitute provision of such copy). The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the Initial Filing Deadline, file with the Commission the Initial Registration Statement and the Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file any New Registration Statement covering only the resale by the Transaction DocumentsInvestor of the Registrable Securities, in each case, in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Investor will continue Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to maintain confidentiality of any information disclosed to it be used in connection with resales of the transactions contemplated Registrable Securities by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited Investor pursuant to such Registration Statement (the “Company”) has determined that the information (i) is not material and (ii) contains personal informationor post-effective amendment thereto).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Thunder Power Holdings, Inc.)

Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m.9:00 a.m., New York City time, on the second Trading Day immediately after the date of this Agreement, furnish or file with the Commission a Current Report on Form 68-K disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including, without limitation, the Commitment Fee payable by the Company to the Investor pursuant to Section 10.1(ii) of this Agreement, including the terms of the issuance of the Commitment Shares to the Investor pursuant to and in accordance with Section 10.1(ii)10.1(ii)(a) of this Agreement, and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company (including all exhibits thereto, the “Form 6-KCurrent Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Current Report prior to furnishing filing the Form 6-K Current Report with the CommissionCommission and shall give due consideration to all such comments. From and after the furnishing or filing, as the case may be, filing of the Form 6-K Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclose the terms of such transactions on a need-to-know basis to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information). Not later than 15 calendar days following the Closing Date, and the Investor shall be responsible for any breach of this covenant by any such Persons) and, notwithstanding any public disclosure by the Company shall file a Form D with respect to the transactions contemplated issuance and sale of the Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing. The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the Initial Registration Statement and any New Registration Statement covering only the resale by the Transaction DocumentsInvestor of the Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Investor will continue Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to maintain confidentiality of any information disclosed to it be used in connection with resales of the transactions contemplated Registrable Securities by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited Investor pursuant to such Registration Statement (the “Company”) has determined that the information (i) is not material and (ii) contains personal informationor post-effective amendment thereto).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Stardust Power Inc.)

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Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 6:00 p.m., New York City time, on the second Trading Day immediately after the date of this Agreement, furnish or file with the Commission a Report on Form 6-K disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including the terms of the issuance of including, the Commitment Shares Fee payable by the Company to the Investor in accordance with pursuant to Section 10.1(ii), and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (including all exhibits thereto, the “Form 6-K”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K prior to furnishing the Form 6-K with the CommissionCommission and shall give reasonable consideration to all such comments. From and after the furnishing or filing, as the case may be, of the Form 6-K with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company Company, or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclose the terms of such transactions on a need-to-know basis to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information). The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the Initial Registration Statement and any New Registration Statement covering only the resale by the Investor of the Registrable Securities in accordance with the Securities Act and the Investor shall be responsible for Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any breach of this covenant by New Registration Statement (or any such Persons) andpost-effective amendment thereto), notwithstanding any public disclosure by the Company shall file with respect the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to the transactions contemplated by the Transaction Documents, the Investor will continue to maintain confidentiality of any information disclosed to it be used in connection with resales of the transactions contemplated Registrable Securities by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited Investor pursuant to such Registration Statement (the “Company”) has determined that the information (i) is not material and (ii) contains personal informationor post-effective amendment thereto).

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (Bitdeer Technologies Group)

Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m., New York City time, on the second within four (4) Trading Day immediately after Days of the date of this Agreement, furnish or file with the Commission a Report report on Form 6-K describing the material terms of the transactions contemplated by the Transaction Documents, including, without limitation, the issuance of the Commitment Shares to the Investor, and attaching as exhibits thereto copies of each of this Agreement, the Registration Rights Agreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including the terms of the issuance of the Commitment Shares to the Investor in accordance with Section 10.1(ii), and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement (including all exhibits thereto, the “Form 6-KCurrent Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Current Report prior to furnishing filing the Form 6-K Current Report with the CommissionCommission and shall give due consideration to all such comments. From and after the furnishing or filing, as the case may be, filing of the Form 6-K Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company Company, or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated therebytransactions), except that the Investor may disclose the terms of such transactions on a need-to-know basis (a) to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information), (b) as provided in this Agreement, (c) as required pursuant to applicable federal and state securities laws, rules and regulations, and the rules of the Trading Market or any Eligible Market or other stock exchange upon which the Company’s Class A Ordinary Shares are listed or (d) to the extent such terms become generally available to the public not as a result of any action or inaction of Investor shall be responsible for any breach in violation of this covenant by any such PersonsAgreement. Not later than fifteen (15) andcalendar days following the Closing Date, notwithstanding any public disclosure by the Company shall file a Form D with respect to the transactions contemplated issuance and sale of the Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing (the availability of which on the Commission’s EXXXX system shall constitute provision of such copy). The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the Initial Registration Statement and any New Registration Statement covering only the resale by the Transaction DocumentsInvestor of the Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 5:30 p.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Investor will continue Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to maintain confidentiality of any information disclosed to it be used in connection with resales of the transactions contemplated Registrable Securities by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited Investor pursuant to such Registration Statement (the “Company”) has determined that the information (i) is not material and (ii) contains personal informationor post-effective amendment thereto).

Appears in 1 contract

Samples: Share Purchase Agreement (Lilium N.V.)

Initial Public Announcements and Required Filings. The Company shall, not later than 5:30 p.m.8:30 a.m., New York City time, on the second Trading Day immediately after the date of this Agreement, furnish or file with the Commission a Current Report on Form 68-K disclosing the execution of this Agreement and the Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including, without limitation, the Commitment Fee payable by the Company to the Investor pursuant to Section 10.1(ii) of this Agreement, including the terms of the issuance of the Commitment Shares to the Investor pursuant to and in accordance with Section 10.1(ii)10.1(ii)(a) of this Agreement, and attaching as exhibits thereto copies of each of this Agreement and the Registration Rights Agreement and, if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company (including all exhibits thereto, the “Form 6-KCurrent Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Form 6-K Current Report prior to furnishing filing the Form 6-K Current Report with the CommissionCommission and shall give due consideration to all such comments. From and after the furnishing or filing, as the case may be, filing of the Form 6-K Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may disclose the terms of such transactions on a need-to-know basis to its financial, accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information). Not later than 15 calendar days following the Closing Date, and the Investor shall be responsible for any breach of this covenant by any such Persons) and, notwithstanding any public disclosure by the Company shall file a Form D with respect to the transactions contemplated issuance and sale of the Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing. The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the Initial Registration Statement and any New Registration Statement covering only the resale by the Transaction DocumentsInvestor of the Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Investor will continue Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to maintain confidentiality of any information disclosed to it be used in connection with resales of the transactions contemplated Registrable Securities by the Transaction Documents that has not been publicly disclosed by the Company. Certain confidential information contained in this document, marked by [***], has been omitted because Iris Energy Limited Investor pursuant to such Registration Statement (the “Company”) has determined that the information (i) is not material and (ii) contains personal informationor post-effective amendment thereto).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (MultiSensor AI Holdings, Inc.)

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