Publicity and Confidentiality. (a) This Agreement, its subject matter and content, the Contemplated Transactions, and any non-public information provided by the Investor to the Company (including the terms of any Transaction Documents) is confidential information of the Investor. The Company must not, and must cause its Affiliates and all persons acting on behalf of the Company and any of its Affiliates not to, issue any public release or announcement concerning any such confidential information without the prior written consent of the Investor, which consent must not be unreasonably withheld or delayed, except where the public release or announcement is proposed to be made under the Listing Rules or is otherwise required by Law. (b) The Company must not refer to the Investor in any public release or announcement without the Investor’s prior written consent, which consent must not be unreasonably withheld or delayed, except where the public release or announcement is proposed to be made under the Listing Rules or is otherwise required by Law. (c) The Investor has the right to review, approve and amend all press releases and public disclosure documents concerning the Investor, or any Transaction Documents or Contemplated Transactions, which are required to be issued by the Company under applicable Laws, if time permits. (d) The Investor and its Affiliates and/or advisors may describe the Investor’s relationship with the Company under this Agreement and include the name and corporate logo of the Company in its publicly available materials. (e) Notwithstanding anything herein to the contrary, to comply with United States Treasury Regulations Section 1.6011-4(b)(3)(i), each Party to this Agreement, and each employee, representative or other agent of such Party, may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment, and the U.S. federal and state income tax structure, of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient.
Appears in 3 contracts
Samples: Convertible Securities Agreement (G Medical Innovations Holdings Ltd.), Convertible Securities Agreement (G Medical Innovations Holdings Ltd.), Convertible Securities Agreement (G Medical Innovations Holdings Ltd.)
Publicity and Confidentiality. (a) This Agreement, its subject matter and content, the Contemplated Transactions, and any non-public information provided by the Investor to the Company (including the terms of any Transaction Documents) is confidential information of the Investor. The Company must shall not, and must shall cause its Affiliates and all persons acting on behalf of the Company and any of its Affiliates not to, issue any public release or announcement concerning this Agreement, its subject-matter or content, or the Contemplated Transactions, or disclose any such confidential information provided by the Investor (including the terms of any Transaction Documents), without the prior written consent of the Investor, Investor (which consent must shall not be unreasonably withheld or delayed, except delayed where the public release or announcement is proposed to be made under pursuant to the Listing Rules or is otherwise required by LawRules).
(b) The Company must not refer A reference to the Investor in any public release or announcement may not be made by the Company without the Investor’s prior written express consent, which consent must not be unreasonably withheld or delayed, except where the public release or announcement is proposed to be made under the Listing Rules or is otherwise required by Law.
(c) The Without limiting the provisions of this clause 17.12, the Investor has shall have the right to review, approve and amend all press releases and public disclosure documents concerning the Investor, or any Transaction Documents or Contemplated Transactions, which are required to be issued by the Company under applicable Laws, if time permitssecurities laws and regulations and stock exchange rules.
(d) The Following the execution of this Agreement, the Investor and its Affiliates and/or advisors may describe make announcements, and place announcements on their respective corporate websites and in financial and other newspapers and publications (including, without limitation, customary “tombstone” advertisements), describing the Investor’s relationship with the Company under this Agreement and include including the name and corporate logo of the Company in its publicly available materialsCompany.
(e) Notwithstanding anything herein to the contrary, the Company may make all disclosures necessary to comply with the Listing Rules (but all references to the Investor or the Contemplated Transactions in such disclosure will be made in consultation with the Investor acting reasonably).
(f) Notwithstanding anything herein to the contrary, to comply with United States Treasury Regulations Section 1.6011-4(b)(3)(i), each Party to this Agreement, and each employee, representative or other agent of such Party, may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment, and the U.S. federal and state income tax structure, of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient.
Appears in 2 contracts
Samples: Convertible Security Agreement (Metal Storm LTD /Adr/), Convertible Security Agreement (Metal Storm LTD /Adr/)
Publicity and Confidentiality. (a) This Agreement, its subject matter and content, the Contemplated Transactions, and any non-public information provided by the Investor to the Company (including the terms of any Transaction Documents) is confidential information of the Investor. The Company must shall not, and must shall cause its Affiliates and all persons acting on behalf of the Company and any of its Affiliates not to, issue any public release or announcement concerning this Agreement, its subject-matter or content, or the Contemplated Transactions, or disclose the content of this Agreement or any such confidential information provided by the Investor (including the terms of any Transaction Documents), without the prior written consent of the Investor, Investor (which consent must shall not be unreasonably withheld or delayed, except delayed where the public release or announcement is proposed to be made under pursuant to the Listing Rules or is otherwise required by LawRules).
(b) The Company must not refer A reference to the Investor in any public release or announcement its Affiliates may not be made by the Company without the Investor’s prior written express consent, which consent must not be unreasonably withheld or delayed, except where the public release or announcement is proposed to be made under the Listing Rules or is otherwise required by Law.
(c) The Without limiting the provisions of this clause 20.16, the Investor has shall have the right to review, approve and amend all press releases and public disclosure documents concerning the Investor, or any Transaction Documents or Contemplated Transactions, which are required to be issued by the Company under applicable Laws, if time permitssecurities laws and regulations and stock exchange rules.
(d) The Following the execution of this Agreement, the Investor and its Affiliates and/or advisors may describe place announcements on their respective corporate websites and in financial and other newspapers and publications (including, without limitation, customary “tombstone” advertisements) describing the Investor’s relationship with the Company under this Agreement and include including the name and corporate logo of the Company in its publicly available materialsCompany.
(e) Notwithstanding anything herein to the contrary, to comply with United States Treasury Regulations Section 1.6011-4(b)(3)(i), each Party to this Agreement, and each employee, representative or other agent of such Party, may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment, and the U.S. federal and state income tax structure, of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient.
(f) For the avoidance of doubt, the provisions in this clause 20.16 apply for during the Term and until the earlier of two years after:
(1) the termination of this document pursuant to clause 18.2; and
(2) the end of the Term.
Appears in 2 contracts
Samples: Convertible Security and Share Purchase Agreement (Immuron LTD), Convertible Security and Share Purchase Agreement (Immuron LTD)