PUBLIC INFORMATION ETC Sample Clauses

PUBLIC INFORMATION ETC. Harmony has delivered to Purchaser its Annual Report to the Securities and Exchange Commission (hereinafter referred to as the SEC) for the fiscal year ended June 30, 1996, on Form 10-K and its Quarterly Report to the SEC for the quarter ended March 31, 1997, on Form 10-Q, as well as the latest registration statement filed with the SEC on Form S-1 and the latest registration statement so filed on Form S-8. All such filings were made in conformity with the requirements relating thereto at the time of such filing and contained all information required to be set forth therein. In addition, Harmony has delivered or will deliver to Purchaser copies of all press releases issued by Harmony from and after March 31, 1997. From and after March 31, 1997, Harmony represents, and from and after the date of this Agreement, Harmony covenants, that it has not and will not, as the case may be, taken or take or suffered or suffer any action which would require it to file a report with the SEC relating thereto or to issue a press release in respect thereof, or both, except as may be required because of the execution of this Agreement and the carrying out of the transactions contemplated hereby. Such reports and registration statements and any other forms, registration statements, reports and other documents filed by Harmony with the SEC (i) were prepared in accordance with the requirements of the Securities Act of 1933 as amended (hereinafter sometimes referred to as the Act) and the 1934 Act, as the case may be, and the rules and regulations adopted by the SEC thereunder and (ii) did not at the time they were filed, or will not at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the reports and registration statements was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presented the consolidated financial position, results of operations and cash flows of Harmony and its consolidated subsidiaries as the case may be, as at the respective dates thereof and for the respective periods indicated therein ...
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PUBLIC INFORMATION ETC. Purchaser has delivered to Seller its Annual Report to the Securities and Exchange Commission (hereinafter referred to as the SEC) for the fiscal year ended December 31, 1996, on Form 10-KSB and its Quarterly Report to the SEC for the quarter ended March 31, 1997, on Form 10-QSB, as well as the latest registration statement filed with the SEC on Form S-1 and the prospectus contained in the latest registration statement so filed on Form S-3. All such filings were made in conformity with the requirements relating thereto at the time of such filing and contained all information required to be set forth therein. In addition, Purchaser has delivered or will deliver to Seller copies of all press releases issued by Purchaser from and after January 1, 1997. (Page 20 of 142 Pages)
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Related to PUBLIC INFORMATION ETC

  • Public Information At any time during the period commencing from the six (6) month anniversary of the Initial Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, as partial relief for the damages to any holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of such holder’s Securities on the day of a Public Information Failure and on every thirtieth day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 4(o) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.

  • Non-Public Information Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

  • Nonpublic Information Any other provisions of this agreement to the contrary notwithstanding, the Company's obligation to file a registration statement, or cause such registration statement to become and remain effective, shall be suspended for a period not to exceed 45 days (and for periods not exceeding, in the aggregate, 90 days during the term of this Agreement) if there exists at the time material non-public information relating to the Company which, in the reasonable opinion of the Company, should not be disclosed.

  • Material Nonpublic Information Borrower is not in possession of any Material Nonpublic Information with respect to Issuer or the Shares.

  • Current Public Information At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of either the Securities Act or the Exchange Act, the Company will file all reports required to be filed by it under the Securities Act and the Exchange Act and will take such further action as the Majority Holders may reasonably request, all to the extent required to enable such Holders to sell Registrable Securities (or securities that would be Registrable Securities but for the final sentence of the definition of Registrable Securities) pursuant to Rule 144. * * * * *

  • Material Non-Public Information Notwithstanding any other provision of this Agreement, the Company and the Agent agree that the Company shall not deliver any Issuance Notice to the Agent, and the Agent shall not be obligated to place any Shares, during any period in which the Company is in possession of material non-public information.

  • Non Public Information Confidentiality (a) Each Lender acknowledges and agrees that it may receive material non-public information hereunder concerning the Loan Parties and their Affiliates and Securities and agrees to use such information in compliance with all relevant policies, procedures and Contractual Obligations and applicable Requirements of Laws (including United States federal and state security laws and regulations).

  • KYC Information (i) Upon the reasonable request of any Lender made at least five Business Days prior to the Closing Date, Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, in each case at least five days prior to the Closing Date.

  • Basic Information The Agent will thoroughly familiarize itself with the character, location, construction, layout, plan and operation of the Project, and especially the electrical, plumbing, air-conditioning and ventilating systems, the elevators and all other mechanical equipment.

  • Furnishing of Information; Public Information (a) Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

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