Publicity and SEC Reporting. Seller may make one public announcement in connection with the Closing, which announcement will contain language substantially similar to that set forth in Exhibit F, together with additional information of Seller related to the transaction. Seller shall submit any such proposed announcement to Purchaser at least two (2) 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 does not violate the confidentiality provisions of paragraph 8.4 hereof. 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”), if appropriate and proper, 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 if reasonably practicable under the circumstances, 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 if reasonably practicable under the circumstances, 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.

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

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. SELLER: PURCHASER: WXXXXXX CORPORATION EPAX Consulting Limited Liability Company By: /s/ Rxxxxx X. Xxxxxx By: /s/ Mxxxxxx Xxxxxxx Name: Rxxxxx X. Xxxxxx Name: Mxxxxxx Xxxxxxx Title: Chief Executive Officer Title: Authorized Agent Effective Date: May 22, 2008 Exhibit A PATENTS TO BE ASSIGNED Patent or Application Title of Patent and First No. Country Filing Date Named Inventor [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. Exhibit B

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.

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. SELLER: PURCHASER: EMBEDDED TECHNOLOGIES, LLC NAME OF PURCHASER LLC By: /s/ Xxxx X. Xxxxxx By: /s/ Xxx Kesiqura Name: Xxxx X. Xxxxxx Name: Xxx Kesiqura Title: Chief Operating Officer Title: Authorized Person Effective Date: June 3, 2010 Exhibit A PATENTS TO BE ASSIGNED Patent or Application No. Country Filing Date Title of Patent and First Named Inventor 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 Exhibit B

Related to Publicity and SEC Reporting

Financial Reports and SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.
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 Promptly upon the filing thereof, Borrower shall deliver to Lender copies of all registration statements and annual, quarterly, monthly or other regular reports which Borrower or any of its Subsidiaries files with the Securities and Exchange Commission, as well as promptly providing to Lender copies of any reports and proxy statements delivered to its shareholders.
Reporting Status and Securities Laws Matters The Company is a “reporting issuer” or the equivalent and not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws of the provinces of British Columbia and Ontario. The Company is in compliance, in all material respects, with all applicable Securities Laws and there are no current, pending or, to the knowledge of the Company, threatened proceedings before any Securities Authority or other Governmental Entity relating to any alleged non-compliance with any Securities Laws. The Company Subordinate Voting Shares are listed on, and the Company is in compliance, in all material respects, with the rules and policies of, the CSE, and no delisting, suspension of trading in or cease trading order with respect to any securities of the Company is in effect and, to the knowledge of the Company, no inquiry or investigation (formal or informal) of any Securities Authority or the CSE is in effect or ongoing or expected to be implemented or undertaken.
Confidentiality and Public Announcements The parties recognize that successful consummation of the transactions contemplated by this Agreement may be dependent upon confidentiality with respect to the matters referred to herein. In this connection, pending public disclosure thereof, each of the parties hereto severally and not jointly agrees not to disclose or discuss such matters with anyone not a party to this Agreement (other than its counsel, advisors, corporate parents and affiliates) without the prior written consent of the other parties hereto, except for filings required pursuant to the Exchange Act and the rules and regulations thereunder or disclosures its counsel advises are necessary in order to fulfill its obligations imposed by law or the requirements of any securities exchange. At all times during the term of this Agreement, the parties hereto will consult with each other before issuing or making any reports, statements or releases to the public with respect to this Agreement or the transactions contemplated hereby and will use good faith efforts to agree on the text of public reports, statements or releases.
Publicity and Reports Seller and the Investor 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 the transactions contemplated by this Agreement, without obtaining the prior consent of the other parties, except to the extent that independent legal counsel to Seller or the Investor, as the case may be, shall advise the other parties in writing that a particular action is required by applicable Law (in which event the party taking such action shall cooperate with the other party in connection with any disclosure or publicity resulting from such action).
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).
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.

Publicity and SEC Reporting Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Publicity and SEC Reporting