Public Company Matters. (a) Since January 1, 2006, Sonus has filed on a timely basis all Sonus SEC Documents required to be filed by it. As of their respective filing dates, all Sonus SEC Documents filed by Sonus since January 1, 2006 complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, as the case may be, and none of the Sonus SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent such Sonus SEC Documents have been corrected, updated or superseded by a document subsequently filed with the SEC prior to the date hereof. Except as set forth in the Sonus Disclosure Schedule, the financial statements of Sonus, including the notes thereto, included in the Sonus SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and present fairly the consolidated financial position of Sonus at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end adjustments).
Public Company Matters. The Members acknowledge that CBDU is a subsidiary of Endexx Corporation, a publicly-traded company. As a result, information which the Members may obtain regarding the Company, CBDU and/or Endexx Corporation (including, without limitation, financial data, forecasts, projections, estimates and other non-public information) may be considered material non-public information regarding Endexx Corporation, and engaging in any transactions involving securities issued by Endexx Corporation based on such information (or disclosing any such information to any third party) may constitute a violation of applicable law. Accordingly, all Members will be required to agree to Endexx Corporation’s Policy on Ixxxxxx Xxxxxxx annexed hereto as Exhibit C, and a breach of such Policy by any Member will be deemed a material breach by such Member of this Agreement.
Public Company Matters. Upon the consummation of the Tender Offer, unless otherwise consented to by the Special Committee, for so long as (i) Icahn Enterprises or any of its Affiliates beneficially own (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act), in the aggregate, in excess of 50% of the Common Stock, and (ii) any shares of Common Stock are beneficially owned (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act) by a Person other than Icahn Enterprises or any of its Affiliates, then Icahn Enterprises shall not, and shall take all actions necessary to cause the Icahn Controlled Affiliates not to, take any action, directly or indirectly, to cause:
Public Company Matters. Upon the consummation of the Tender Offer, unless otherwise consented to by the Company’s Board of Directors, Edenbrook shall:
Public Company Matters. The Company understands and acknowledges that in the regular course of their respective businesses, certain Professional Investors (including, without limitation, Abingworth, Longitude, Sofinnova and Surveyor) and their respective Affiliates will or may invest in companies that have issued securities that are publicly traded (each, a “Public Company”). Accordingly, the Company covenants and agrees that it shall (a) not provide any material non-public information about a Public Company to Surveyor or any representative or board observer of Surveyor, and (b) notify any director, observer or other representative affiliated with any Professional Investor (other than Surveyor) of the Company’s intent to disclose material non-public information about a Public Company prior to making such disclosure. In addition, the Company acknowledges and agrees that in no event shall the confidentiality and non-use obligations of any Professional Investor (including, without limitation, Abingworth, Longitude, Sofinnova and Surveyor) hereunder in any manner be deemed or construed as limiting any Professional Investor or its representatives’ (or any of their respective Affiliates) ability to trade any security of a Public Company.
Public Company Matters. Seller acknowledges that Buyer, or its parent company, is a public company. Accordingly, the negotiations and agreements related hereto constitute material non-public information and are not to be shared with disinterested parties until such time as Buyer or its public parent has made the information public.
Public Company Matters
