Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the Company shall not disclose material non-public information to the Investors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the Company may, as a condition to disclosing any non-public information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Investors. (b) The Company will promptly notify the advisors and representatives of the Investors and, if any, underwriters, of any event or the existence of any circumstance of which it becomes aware, constituting material 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 7 contracts
Samples: Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc), Convertible Debenture and Warrants Purchase Agreement (Stupid Pc Inc /Ga), Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc)
Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the Company shall not disclose material non-public information to the Investors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the Company may, as a condition to disclosing any non-public information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Investors.
(b) The Company will promptly notify the advisors and representatives of the Investors and, if any, underwriters, of any event or the existence of any circumstance of which it becomes aware, constituting material 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 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 4 contracts
Samples: Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc), Convertible Debenture and Warrants Purchase Agreement (Worldwide Wireless Networks Inc), Convertible Debenture and Warrants Purchase Agreement (Famous Fixins Inc)
Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the 1. The Company shall not in no event disclose material non-public information to the Investors, Buyer or advisors to or representatives of the Investors Buyer unless prior to such disclosure of such information the Company identifies marks such information as being "non-public information information-confidential" and provides the Investors, Buyer and such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the The Company may, as a condition to disclosing any non-public information hereunder, require the Investors' Buyer and its advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the InvestorsBuyer.
(b) The 2. Nothing herein shall require the Company will promptly to disclose non-public information to Buyer and its advisors or representatives, and the Company represents that it does not disseminate non-public information to 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 the advisors and representatives of the Investors Buyer and, if any, underwriters, of any event or the existence of any 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.not
Appears in 2 contracts
Samples: Securities Purchase Agreement (Advanced Optics Electronics Inc), Securities Purchase Agreement (Advanced Optics Electronics Inc)
Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the The Company shall not disclose material non-public information to the InvestorsInvestor, advisors to or representatives of the Investors Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the InvestorsInvestor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the The Company may, as a condition to disclosing any non-public information hereunder, require the Investors' Investor's advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the InvestorsInvestor.
(b) The Nothing herein shall require the Company will promptly notify to disclose non-public information to the Investor or its advisors and representatives or representatives. Nothing contained in this Section 8.2 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investors and, if any, underwriters, Investor prior to disclosure of any event or the existence of any circumstance of which it becomes aware, constituting material such information) may not obtain non-public information (whether or not requested of the Company specifically or generally during in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities), which, if not disclosed in the prospectus included in that the Registration Statement would cause such prospectus to include a contains an untrue statement of material misstatement fact or to omit omits a material fact required to be stated therein in order the Registration Statement or necessary to make the statementsstatements contained therein, therein in light of the circumstances in which they were made, not misleading.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Atc Healthcare Inc /De/)
Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the Company shall not disclose material non-public information to the Investors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the Company may, as a condition to disclosing any non-public information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Investors.
(b) The Company will promptly notify the advisors and representatives legal counsel of the Investors and, if any, underwriters, of any event or the existence of any circumstance of which it becomes aware, constituting material 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 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 1 contract
Samples: Convertible Debenture and Warrants Purchase Agreement (Affinity Technology Group Inc)
Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the The Company shall not disclose material non-public information it believes to be material to the Investors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the Company may, as a condition to disclosing any non-public information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Investors.
(b) The Nothing herein shall require the Company will to disclose material non-public information to the Investors or their advisors or representatives, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, promptly notify the advisors and representatives of the Investors and, if any, underwriters, of any event or the existence of any circumstance of which it becomes aware, constituting material 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.without any obligation
Appears in 1 contract
Samples: Exchangeable Preferred Stock and Warrants Purchase Agreement (Dental Medical Diagnostic Systems Inc)
Non-Disclosure of Non-Public Information. (aA) From and after the filing of the Registration Statement, the The Company shall not disclose material non-public information concerning the Company to the Investor, its advisors, or its representatives.
(B) Nothing herein shall require the Company to disclose non-public information to the InvestorsInvestor or its advisors or representatives, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investorsprovided, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect however, that notwithstanding anything herein to the Registration Statementcontrary, the Company maywill, as a condition to disclosing any non-public information hereunderhereinabove provided, require the Investors' advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Investors.
(b) The Company will promptly immediately notify the advisors and representatives of the Investors Investor and, if any, underwriters, of any event or the existence of any 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 therein, in light of the circumstances in which they were made, not misleading.. Nothing contained in this Section 29 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public
Appears in 1 contract
Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the The Company shall not disclose material non-public information to the Investors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the The Company may, as a condition to disclosing any non-public information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the Investors.
(b) The Nothing herein shall require the Company will to disclose material non-public information to the Investors or their 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, promptly notify the advisors and representatives of the Investors and, if any, underwriters, of any event or the existence of any circumstance of which it becomes aware, constituting material information (whether or not requested of without any obligation to disclose 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.specific event
Appears in 1 contract
Samples: Common Stock and Warrants Purchase Agreement (Vfinance Com)
Non-Disclosure of Non-Public Information. (a) From and after the filing of the Registration Statement, the The Company shall not disclose material non-public information to the InvestorsInvestor, advisors to or representatives of the Investors Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the InvestorsInvestor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. Other than disclosure of any comment letters received from the SEC staff with respect to the Registration Statement, the The Company may, as a condition to disclosing any non-public information hereunder, require the Investors' Investor's advisors and representatives to enter into a confidentiality agreement in form and content reasonably satisfactory to the Company and the InvestorsInvestor.
(b) The Nothing herein shall require the Company will promptly to disclose non-public information to the Investor or its advisors or representatives. Notwithstanding the foregoing, the Company shall immediately notify the advisors and representatives of the Investors and, if any, underwriters, of any event or the existence of any 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 therein, in light of the circumstances in which they were made, not misleading.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Capital Solutions I, Inc.)