Publicity and SEC Reporting Sample Clauses

Publicity and SEC Reporting. Seller may make one public announcement fifteen (15) days after the Effective Date, and one public announcement with the Closing, which announcements will be substantially of the form set forth in Exhibit F. Seller shall submit any such proposed announcement to Purchaser at least five (5) business days prior to its making such an announcement for Purchaser’s review and approval, which approval shall not be unreasonably withheld by Purchaser so long as such proposed announcement substantially conforms to Exhibit F. After the Effective Date, Seller shall have the right to file the statement set forth on Exhibit F with Seller’s 8K filing with the Securities Exchange Commission (“SEC”). If applicable securities laws or SEC regulations require Seller to file or disclose any information, agreement, document, exhibit or schedule related to this Agreement, then Seller will in connection with a disclosure to or filing with the SEC: (a) promptly notify Purchaser of such requirement; (b) prepare a draft confidential treatment request or similar document (“CTR”) for filing with the SEC relating to the relevant document or portion thereof and submit such CTR to Purchaser at least four (4) business days prior to the filing of the CTR with the SEC for Purchaser’s comments, which comments will be considered by Seller in good faith, subject to applicable securities laws and SEC regulations; (c) submit such CTR to the SEC; (d) in the event that such CTR is denied by the SEC, inform the Purchaser of such denial and consult with the Purchaser in good faith, subject to applicable securities laws and SEC regulations, in preparing Seller’s response to such denial, including but not limited to submitting such response to Purchaser at least four (4) business days prior to the filing of the response with the SEC for Purchaser’s comments, which comments will be considered by Seller in good faith, subject to applicable securities laws and SEC regulations, and (e) following Seller’s compliance with the foregoing subsections (a) through (d), file with the SEC only those portions of Agreement (or its related documents, exhibits or schedules, as applicable) that are required by the SEC to be so filed or disclosed. [***] Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed pursuant to Rule 24-2 promulgated under the Securities Exchange Act of 1934, as amended, and the omitted portions represented by [***] have been separately filed with the Sec...
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Publicity and SEC Reporting. Notwithstanding paragraph 8.4, Seller may make one public announcement contemporaneously with the signing of this Agreement and one public announcement contemporaneously with Closing, each of which announcements will be substantially of the form set forth in Exhibit D. Seller shall submit any such proposed announcement to Purchaser at least five business days prior to its making such an announcement for Purchaser’s review and approval, which approval shall not be unreasonably withheld by Purchaser so long as such proposed announcement substantially conforms to Exhibit D. Seller is also authorized to file this Agreement with the Securities Exchange Commission, provided that any such filing will include only those portions of this Agreement that are required to be filed with the SEC pursuant to customary practice and applicable laws and regulations. In witness whereof, intending to be legally bound, the parties have executed this Patent Purchase Agreement as of the Effective Date. SELLER: PURCHASER: PATH 1 NETWORK TECHNOLOGIES, INC. GREAT LINKS G.B. LIMITED LIABILITY COMPANY By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXXX XXXXXX Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Executive Officer Title: Authorized Person Effective Date: November 17, 2006 Exhibit A PATENTS TO BE ASSIGNED Patent or Application No. Country Filing Date Title of Patent and First Named Inventor 6,141,355 U.S. 12/29/1998 Time-synchronized multi-layer network switch for providing quality of service guarantees in computer networks Xxxxxxx X Xxxxxx 6,215,797 U.S. 08/19/1998 Methods and apparatus for providing quality-of-service guarantees in computer networks Xxxxxx X. Xxxxxxx 6,246,702 U.S. 12/31/1998 Methods and apparatus for providing quality-of-service guarantees in computer networks Xxxxxx X. Xxxxxxx EP99943786 EP 08/18/1999 Methods and apparatus for providing quality-of-service guarantees in computer networks Xxxxxx X. Xxxxxxx 6,751,231 U.S. 01/16/2001 Methods and apparatus for providing quality-of-service guarantees in computer networks Xxxxxx X. Xxxxxxx 6,661,804 U.S. 01/17/2001 Methods and apparatus for providing quality-of-service guarantees in computer networks Xxxxxx X. Xxxxxxx 10/688,787 U.S. 10/17/2003 Methods and apparatus for providing quality-of-service guarantees in computer networks Xxxxxx X. Xxxxxxx 6,704,329 U.S. 05/07/2002 Minimizing the effect of jitter upon the quality of service operation of networked gateway devices Xxxxxxx Xxxxxx Exhibit B ASSIGNMENT OF PATEN...
Sample 1
Publicity and SEC Reporting. Seller may make one public announcement --------------------------- contemporaneously with the signing of this Agreement and one public announcement contemporaneously with Closing. Both such announcements will be substantially of the form set forth in Exhibit D. Seller shall submit any such proposed announcement to Purchaser at least five business days prior to its making such an announcement for Purchaser's review and approval, which approval shall not be unreasonably withheld by Purchaser so long as it substantially conforms to Exhibit D. Seller will file with the SEC the portion of this Agreement that is necessary to be filed with the SEC.
Sample 1
Publicity and SEC Reporting. Seller may make one public announcement contemporaneously with the Closing, which announcements will be substantially of the form set forth in Exhibit F. Seller shall submit any such proposed announcement to Purchaser at least five (5) business days prior to its making such an announcement for Purchaser’s review and approval, which approval shall not be unreasonably withheld by Purchaser so long as such proposed announcement substantially conforms to Exhibit F. [After the Effective Date, Seller shall have the right to file the statement set forth on Exhibit F with Seller’s 8K filing with the Securities Exchange Commission (“SEC”). Seller and Purchaser agree that Seller shall not file this Agreement with the SEC unless the SEC informs Seller in writing that Seller is required by law to file this Agreement with the SEC. If Seller receives such notice from the SEC, then Seller will include only those portions of this Agreement that are required to be filed with the SEC pursuant to applicable laws and regulations; provided, however, that in no event shall Seller disclose paragraph 3.4.]
Sample 1
Publicity and SEC Reporting. Seller may divulge the terms of this Agreement or identity of the parties hereto as reasonably necessary in the judgment of Seller’s legal counsel to comply with public disclosure duties of public companies, provided that such disclosure will be limited to the specific information that is required by law to be disclosed, and in no event will Seller file with the Securities and Exchange Commission (“SEC”) or otherwise disclose any of the following information: (1) any identifying information regarding Purchaser or its affiliates, other than Purchaser’s name (but excluding such information required to be disclosed by the SEC under any laws or regulations enacted or adopted after the Effective Date); (2) any identifying information regarding the Patents, including without limitation patent numbers and patent application numbers (but excluding such information required to be disclosed by the SEC under any laws or regulations enacted or adopted after the Effective Date); or (3) any of the exhibits to this Agreement (but excluding such information required to be disclosed by the SEC under any laws or regulations enacted or adopted after the Effective Date). In the event that Seller discloses any identifying information regarding Purchaser or its affiliates that is required to be disclosed by the SEC under any laws or regulations enacted or adopted after the Effective Date, Seller will use commercially reasonable efforts to obtain from the SEC confidential treatment of such information. In witness whereof, intending to be legally bound, the parties have executed this Patent Purchase Agreement as of the Effective Date. By: /s/ Xxxx X. Xxxxxx By: /s/ Xxx Kesiqura Name: Xxxx X. Xxxxxx Name: Xxx Kesiqura Title: Chief Operating Officer Title: Authorized Person 6,121,960 (on application no. 08/919,527) US 08/28/1997 Touch screen systems and methods Xxxxx X. Xxxxxxx 00-0000000 (on application no. KR10-1999-7001648) KR 02/27/1999 Touch screen systems and methods Xxxxx X. Xxxxxxx
Sample 1
Publicity and SEC Reporting. Seller may make one public announcement contemporaneously with signing and with the Closing, which announcements will be substantially of the form set forth in Exhibit G. Seller shall submit any such proposed announcement to Purchaser at least five (5) business days prior to its making such an announcement for Purchaser's review and approval, which approval shall not be unreasonably withheld by Purchaser so long as such proposed announcement substantially conforms to Exhibit G. After the Effective Date, Seller shall have the right to file the statement set forth on Exhibit G with Seller's 8K filing with the Securities Exchange Commission (“SEC”). Seller and Purchaser agree that Seller shall not file this Agreement with the SEC unless the SEC informs Seller in writing that Seller is required by law to file this Agreement with the SEC. If Seller receives such notice from the SEC, then Seller will include only those portions of this Agreement that are required to be filed with the SEC pursuant to applicable laws and regulations. In witness whereof, intending to be legally bound, the parties have executed this Patent Purchase Agreement as of the Effective Date. By: /s/ Wxxxxxx Xxxxxx By: /s/ Mxxxxxx Xxxxxxx Name: Wxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxxx Title: President & CEO Title: Authorized Person Patent or Application No. Country Filing Date Named Inventor 7,105,858 US 07/23/2003 Electronic assembly/system with reduced cost, mass, and volume and increased efficiency and power density Jxxx X. Xxxxxxxx 7,144,748 US 11/28/2003 Electronic assembly/system with reduced cost, mass, and volume and increased efficiency and power density Jxxx X. Xxxxxxxx 7,579,218 US 10/30/2006 Electronic assembly/system with reduced cost, mass, and volume and increased efficiency and power density Jxxx X. Xxxxxxxx AU268121 AU. 08/20/2003 Electronic assembly/system with reduced cost, mass, and volume and increased efficiency and power density Jxxx X. Xxxxxxxx CA2497583. CA. 08/20/2003 Electronic assembly/system with reduced cost, mass, and volume and increased efficiency and power density
Sample 1
Publicity and SEC Reporting. Seller may make one public announcement contemporaneously with the Closing, which announcements will be substantially of the form set forth in Exhibit F. Seller shall submit any such proposed announcement to Purchaser at least three (3) business days prior to its making such an announcement for Purchaser’s review and approval, which approval shall not be unreasonably withheld by Purchaser so long as such proposed announcement substantially conforms to Exhibit F. After the Effective Date, Seller shall have the right to file the statement set forth on Exhibit F with Seller’s Form 8-K filing with the Securities Exchange Commission (“SEC”). In any required filing with the SEC, Seller will include only those portions of this Agreement that are required to be filed with the SEC pursuant to applicable laws and regulations. In witness whereof, intending to be legally bound, the parties have executed this Patent Purchase Agreement as of the Effective Date. By: /s/ Rxxxxx X. Xxxxxx By: /s/ Mxxxxxx Xxxxxxx Name: Rxxxxx X. Xxxxxx Name: Mxxxxxx Xxxxxxx Title: Chief Executive Officer Title: Authorized Agent [XXXX]* US [XXXX]* [XXXX]* [XXXX]* US [XXXX]* [XXXX]* [XXXX]* US [XXXX]* [XXXX]* [XXXX]* US [XXXX]* [XXXX]* [XXXX]* US [XXXX]* [XXXX]* [XXXX]* US [XXXX]* [XXXX]* [XXXX]* US [XXXX]* [XXXX]* *Filed under an application for confidential treatment.
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Related to Publicity and SEC Reporting

  • Securities Laws Disclosure; Publicity The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

  • SEC Reporting Executive acknowledges that to the extent required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), he will have continuing obligations under Sections 16(a) and 16(b) of the Exchange Act to report his transactions in Company common stock for six (6) months following the Termination Date. Executive hereby agrees not to undertake, directly or indirectly, any reportable transactions until the end of such six (6) month period.

  • Prohibition on Press Releases and Public Announcements The Company shall not issue press releases or engage in any other publicity, without the Representative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business Day following the forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course of the Company’s business.

  • Public Reporting If so requested by Visit Orlando, the County, the Tourist Development Council, or the Sports Incentive Committee, Recipient shall conduct a presentation to such requestor following the Event which will include, but not be limited to, financial and program summaries of its activities and the Event.

  • Root-­‐zone Information Publication ICANN’s publication of root-­‐zone contact information for the TLD will include Registry Operator and its administrative and technical contacts. Any request to modify the contact information for the Registry Operator must be made in the format specified from time to time by ICANN at xxxx://xxx.xxxx.xxx/domains/root/.

  • Confidentiality and Public Announcements (a) Neither Party may disclose the contents of this Agreement or any information concerning negotiations leading to this Agreement and the Transaction, without the prior written consent of the other Party. Nothing contained in this Agreement shall prevent a Party from disclosing such information: (i) to any Governmental Authority or to the public, but in either case, only if and to the extent that such disclosure is required under any Applicable Law or any stock exchange rule or policy to which such Party or its Affiliate is subject; (ii) to obtain consents required under, or to comply with any ROFRs or other preferential, pre- emptive or first purchase rights contained in, the Title and Operating Documents and any other agreements and documents to which the Assets are subject; or (iii) if required to obtain the consent to the Transaction by Vendor’s lenders or other security holders and, if applicable, to obtain their release of Security Interests in, or their acknowledgement of “no interest” in, the Assets; provided that, in each such instance, the Party that proposes to make such a disclosure shall advise the other Party of such proposed disclosure and shall use its reasonable efforts to prevent the disclosure of any such information that is not required to be disclosed for the listed purposes. This Section 9.12(a) shall survive any termination of this Agreement prior to Closing for a period of one (1) year following such termination. (b) The Parties acknowledge that either or both of them may make press releases concerning the Parties’ entry into this Agreement promptly after the execution hereof and further press releases promptly after Closing, provided that in no circumstances shall either Party disclose the name of the other Party in any such press release or otherwise. Each Party consents to the inclusion of a generic description of its businesses by the other Party in such other Party’s press release(s) in this regard. The Parties agree that a press release issued by either Party may contain some or all of the financial terms of the Transaction. Without derogating from the Parties’ rights to make public disclosures under Section 9.12(a), each of Vendor and Purchaser shall use its reasonable efforts to furnish to the other Party with the proposed content of all press releases concerning this Agreement and the Transaction at least twenty-four (24) hours prior to the release or publication thereof, but in any event prior to the release or publication with reasonably sufficient time for the other Party to review and comment.

  • Publicity and Reports Company, Bank, and Seller shall coordinate all publicity relating to the transactions contemplated by this Agreement and no Party shall issue any press release, publicity statement or other public notice relating to this Agreement or any of the transactions contemplated hereby without obtaining the prior consent of the other Party, except to the extent that legal counsel to any Party shall deliver a written opinion to the other Party to the effect that a particular action is required by applicable Rules.

  • Press Releases and Public Announcements No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Party prior to making the disclosure).

  • zone Information Publication ICANN’s publication of root-zone contact information for the TLD will include Registry Operator and its administrative and technical contacts. Any request to modify the contact information for the Registry Operator must be made in the format specified from time to time by ICANN at xxxx://xxx.xxxx.xxx/domains/root/.

  • Review of Public Disclosures All SEC filings (including, without limitation, all filings required under the Exchange Act, which include Forms 10-Q and 10-QSB, 10-K and 10K-SB, 8-K, etc) and other public disclosures made by the Company, including, without limitation, all press releases, investor relations materials, and scripts of analysts meetings and calls, shall be reviewed and approved for release by the Company’s attorneys and, if containing financial information, the Company’s independent certified public accountants.

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