NON-DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION. (a) The Company covenants and agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to IFG, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides IFG and its advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review. (b) The Company acknowledges and understands that IFG is entering into this Agreement and the Registration Rights Agreement at the request of the Company and in good faith reliance on (i) the Company's representation set forth in Section 4.14 that neither it nor its agents have disclosed to IFG any material non-public information; and (ii) the Company's covenant set forth in Section 5.12 that if the Company comes into possession of any material non-public information, the Company shall timely make full and complete public disclosure of all or such portion of such information in accordance with all applicable securities laws (including common law formulations thereof). (c) Nothing herein shall require the Company to disclose material non-public information to IFG or its advisors or representatives, and the Company represents that it does not disseminate material non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will as hereinabove provided, immediately notify IFG and its advisors and representatives and, if any, underwriters, of the existence of any event or circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Elgrande Com Inc), Common Stock Purchase Agreement (Elgrande Com Inc)
NON-DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION. (a) The Company covenants and agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to IFGthe Investor, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides IFG the Investor and its advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review.
(b) The Company acknowledges and understands that IFG the Investor is entering into this Agreement and the Registration Rights Agreement at the request of the Company and in good faith reliance on (i) the Company's representation set forth in Section 4.14 this Agreement that neither it nor its agents have disclosed to IFG the Investor any material non-public information; and (ii) the Company's covenant set forth in Section 5.12 this Agreement that if the Company comes into possession of any material non-public information, the Company shall timely make full and complete public disclosure of all or such portion of such information in accordance with all applicable securities laws (including common law formulations thereof)laws.
(c) Nothing herein shall require the Company to disclose material non-public information to IFG the Investor or its advisors or representatives, and the Company represents that it does not disseminate material non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will will, as hereinabove provided, immediately notify IFG the Investor and its advisors and representatives and, if any, underwriters, of the existence of any event or circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading.
Appears in 2 contracts
Samples: Equity Line Financing Agreement (Gadzoox Networks Inc), Equity Line Financing Agreement (Gadzoox Networks Inc)
NON-DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION. (a) The Company covenants and agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to IFGthe Investor, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides IFG the Investor and its advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review.
(b) The Company acknowledges and understands that IFG the Investor is entering into this Agreement and the Registration Rights Agreement at the request of the Company and in good faith reliance on (i) the Company's representation set forth in Section 4.14 this Agreement that neither it nor its agents have disclosed to IFG the Investor any material non-public information; and (ii) the Company's covenant set forth in Section 5.12 this Agreement that if the Company comes into possession of any material non-public information, the Company shall timely make full and complete public disclosure of all or such portion of such information in accordance with all applicable securities laws (including common law formulations thereof)laws.
(c) Nothing herein shall require the Company to disclose material non-public information to IFG the Investor or its advisors or representatives, and the Company represents that it does not disseminate material non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will will, as hereinabove provided, immediately notify IFG the Investor and its advisors and representatives and, if any, underwriters, of the existence of any event or circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading.
Appears in 2 contracts
Samples: Equity Line Financing Agreement (Biopure Corp), Equity Line Financing Agreement (Biopure Corp)
NON-DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION. (a) The Company covenants and agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to IFGthe Investor, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides IFG the Investor and its advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review.
(b) The Company acknowledges and understands that IFG the Investor is entering into this Agreement and the Registration Rights Agreement at the request of the Company and in good faith reliance on (i) the Company's representation set forth in Section 4.14 this Agreement that neither it nor its agents have disclosed to IFG the Investor any material non-public information; and (ii) the Company's covenant set forth in Section 5.12 this Agreement that if the Company comes into possession of any material non-public information, the Company shall timely make full and complete public disclosure of all or such portion of such information in accordance with all applicable securities laws (including common law formulations thereof)laws.
(c) Nothing herein shall require the Company to disclose material non-public information to IFG the Investor or its advisors or representatives, and the Company represents that it does not disseminate material non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will will, as hereinabove provided, immediately notify IFG the Investor and its advisors and representatives and, if any, underwriters, of the existence of any event or circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading.
Appears in 2 contracts
Samples: Equity Line Financing Agreement (Computer Motion Inc), Equity Line Financing Agreement (Computer Motion Inc)
NON-DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION. Section 8.1 Non-Disclosure of Material Non-Public Information.
(a) The Company covenants and agrees that it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to IFGthe Buyer, unless prior to disclosure of such information the Company identifies such information as being material non-public information and provides IFG the Buyer and its advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review.
(b) The Company acknowledges and understands that IFG the Buyer is entering into this Agreement and the Registration Rights Agreement at the request of the Company and in good faith reliance on (i) the Company's representation set forth in Section 4.14 that neither it nor its agents have disclosed to IFG the Buyer any material non-public information; and (ii) the Company's covenant set forth in Section 5.12 5.14 that if the Company comes into possession of any material non-public information, the Company shall timely make full and complete public disclosure of all or such portion of such information in accordance with all applicable securities laws (including common law formulations thereof).
(c) Nothing herein shall require the Company to disclose material non-public information to IFG the Buyer or its advisors or representatives, and the Company represents that it does not disseminate material non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will will, as hereinabove provided, immediately notify IFG the Buyer and its advisors and representatives and, if any, underwriters, of the existence of any event or circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting material non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading.
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