Public Announcements and Filings. (a) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”). (b) Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Super 8-K”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Super 8-K in any event no later than the third (3rd) Business Day after the execution of this Agreement). (c) The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. (d) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within ten (10) days thereafter), file a current report on Form 8-K reporting a change in control of the Company and a Rule 14f-1 Information Statement (the “14f Filing”). In addition, those directors and officers or other insiders or Affiliates who will no longer have such status as a result of this Agreement and the contemplated transactions, shall file final Form 4’s with the SEC within two (2) days following the effective date of the 14f Filing as to all current directors. (e) The Parties shall mutually agree upon and, as promptly as practicable after the Closing Date, file an information statement on a Schedule 14C with the SEC reporting a name change and mail such Schedule 14C to the shareholders of the Purchaser (the “Schedule 14C”). (f) In connection with the preparation of the Signing Press Release, the Super 8-K, the Closing Filing, the Closing Press Release, the 14f Filing, the Schedule 14C or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective managers, members, directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby. (g) Purchaser shall be solely responsible for the costs and expenses relating to the Signing Press Release, the Super 8-K, the Closing Press Release, the Closing Filing, the 14f Filing, the Schedule 14C and related documents, instruments or filings. Purchaser shall be responsible for any Form 10-K filing, and any related documents, instruments or filings due to be filed with the SEC on or before the Closing Date.
Appears in 2 contracts
Samples: Contribution Agreement (EKIMAS Corp), Contribution Agreement (B4mc Gold Mines Inc)
Public Announcements and Filings. (a) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”).
(b) Promptly after the issuance of the Signing Press Release, the Purchaser Company shall file a current report on Form 8-K (the “Super 8-K”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Super 8-K in any event no later than the third (3rd) Business Day after the execution of this Agreement).
(c) The Parties shall mutually agree upon and, as promptly as practicable after the First Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement Transactions (the “First Closing Press Release”). Promptly after the issuance of the First Closing Press Release, the Purchaser Company shall file a current report on Form 8-K (the “First Closing Filing”) with the First Closing Press Release and a description of the First Closing as required by Federal Securities Laws which the Company Purchaser shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing.
(d) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement Second Closing (but in any event within ten four (104) Business Days thereafter), issue a press release announcing the consummation of the Transactions (the “Second Closing Press Release”).
(e) The Parties shall mutually agree upon and, as promptly as practicable after the Second Closing (but in any event within three (3) days thereafter), file a current report on Form 8-K reporting a change in control of the Company and a Rule 14f-1 Information Statement (the “14f Filing”). In addition, those directors and officers or other insiders or Affiliates who will no longer have such status as a result of this Agreement and the contemplated transactionsTransactions, shall file final Form 4’s with the SEC within two (2) days following the effective date of the 14f Filing as to all current directors.
(ef) The Parties shall mutually agree upon and, as promptly as practicable after the Closing DateFirst Closing, file an information statement on a Schedule 14C with the SEC reporting a name change with respect to the Reverse Split and mail such Schedule 14C to the shareholders of the Purchaser Company (the “Schedule 14C”).
(fg) In connection with the preparation of the Signing Press Release, the Super 8-K, the First Closing Filing, the First Closing Press Release, the Second Closing Press Release, the 14f Filing, the Schedule 14C or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated herebyTransactions, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective managers, members, directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated herebyTransactions, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated herebyTransactions.
(gh) Purchaser The Company, with the funds in the New Bank Account, shall be solely responsible for the costs and expenses relating to the Signing Press Release, the Super 8-K, the First Closing Press Release, the Second Closing Press Release, the Closing Filing, the 14f Filing, the Schedule 14C and related documents, instruments or filings. Purchaser The Company shall be responsible for any Form 10-K or Form 10-Q filing, and any related documents, instruments or filings due to be filed with the SEC on or before the Second Closing Date.
Appears in 1 contract
Public Announcements and Filings. (a) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within four (4) Business Days thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press Release”).
(b) Promptly after the issuance of the Signing Press Release, the Purchaser shall file a current report on Form 8-K (the “Super 8-K”) with the Signing Press Release and a description of this Agreement as required by Federal Securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Super 8-K in any event no later than the third (3rd) Business Day after the execution of this Agreement).
(c) The Parties shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, the Purchaser shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal Securities Laws which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing.
(d) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within ten four (10) days thereafter), file a current report on Form 8-K reporting a change in control of the Company and a Rule 14f-1 Information Statement (the “14f Filing”). In addition, those directors and officers or other insiders or Affiliates who will no longer have such status as a result of this Agreement and the contemplated transactions, shall file final Form 4’s with the SEC within two (2) days following the effective date of the 14f Filing as to all current directors.
(e) The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event prior to the Closing Date), file an information statement on a Schedule schedule 14C with the SEC reporting a name change and mail such Schedule 14C to the shareholders stockholders of the Purchaser (the “Schedule 14C”).
(f) In connection with the preparation of the Signing Press Release, the Super 8-K, the Closing Filing, the Closing Press Release, the 14f Filing, the Schedule 14C or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective managers, members, directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/ or any Governmental Authority in connection with the transactions contemplated hereby.
(g) Purchaser The Company shall be solely responsible for the costs and expenses relating to the Signing Press Release, the Super 8-K, the Closing Press Release, the Closing Filing, the 14f Filing, the Schedule 14C and related documents, instruments or filings. Purchaser shall be responsible for any Form 10-K filing, and any related documents, instruments or filings due to be filed with the SEC on or before the Closing Datefilings.
Appears in 1 contract
Samples: Joint Venture Interest Contribution Agreement (Coconnect, Inc.)