SEC Disclosures. The Company agrees to include disclosure of this Agreement and the transactions contemplated herein, including, without limitation, the name of the Buyer, in its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K (as applicable).
SEC Disclosures. Each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC from and after the date of this Agreement will comply in all material respects with the requirements of the Exchange Act applicable to such documents The Company shall comply with all SEC filing requirements to which it is subject and has filed all reports required to be filed thereunder.
SEC Disclosures. Kiniksa acknowledges that Regeneron, as a publicly traded company, is legally obligated to make timely disclosures of all material events relating to its business. Regeneron acknowledges that in the future, Kiniksa may become a publicly traded company, and upon such occurrence, shall be legally obligated to make timely disclosures of all material events relating to its business. Therefore, the Parties acknowledge that either or both Parties may be obligated to issue periodic earnings releases and to make other SEC filings related to the activities contemplated under this Agreement or to file a copy of this Agreement with the U.S. Securities and Exchange Commission or its equivalent in the Territory. Without limiting the generality of the terms of this ARTICLE 13 (Confidentiality), including Section 13.2.2 (Permitted Disclosures), each Party will be entitled to make such filing of this Agreement but shall cooperate with one another and use reasonable efforts to obtain confidential treatment of confidential, including trade secret, information in accordance with Applicable Law. No later than [***] Business Days prior to the anticipated filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment, allowing a reasonable time for the non-filing Party to review and comment as permitted by Applicable Law, and the filing Party will reasonably consider the non-filing Party’s timely comments thereon. In addition, the filing Party will provide the non-filing Party with an advance copy of the securities filings with which the Agreement is furnished or filed or otherwise discussed or disclosed, in each case, only to the extent describing this Agreement, allowing a reasonable time for the non-filing Party to review and comment as permitted by Applicable Law, and the filing Party will reasonably consider the non-filing Party’s timely comments thereon; provided that the filing Party need not provide for review and comment such securities filings that repeat any such previous disclosures already reviewed and commented upon by the other non-filing Party under the terms of this Section 13.5 (Disclosures Concerning this Agreement) or that contain only non-material factual information regarding this Agreement.
SEC Disclosures. With respect to complying with disclosure requirements of the SEC or other stock exchange on which a Party’s securities are publicly traded (or to which an application for listing has been submitted) (“Exchange”) in connection with any required filing of this Agreement, the filing Party will consult with the other Party on the provisions of this Agreement to be redacted in any filings made by such Party with the SEC or other Exchange; provided that each Party shall have the right to make any such filing as it reasonably determines necessary under Applicable Laws and will not rely on any statements made by the other Party related to securities laws or regulations. If Adagene reasonably concludes that it must make a Release, or that any portion of this Agreement must be disclosed, in each case pursuant to the requirements of the SEC or other Exchange, and Exelixis would prefer that such Release not be made, that the information so disclosed within such Release be modified or limited, or that disclosure of the Agreement be limited, then Adagene shall modify or limit such Release to address Exelixis’ concerns, including by incorporating statements suggested by Exelixis (to the extent any such statement is true and accurate) and seeking confidential treatment of the information included in such Release; provided that Adagene may provide to Exelixis a written statement of why any particular modification or limitation proposed by Exelixis would be contrary to requirements of Applicable Law or the rules of the SEC or applicable Exchange or are otherwise necessary for appropriate market disclosure; provided further that any statement proposed by Exelixis which does reduce the information disclosed in such Release shall be included by Adagene in such Release (to the extent such statement is true and accurate).
SEC Disclosures. (a) Nettaxi has delivered or made available to RAE Systems (including through the SEC EXXXX system) accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by Nettaxi with the SEC between August 13, 1999 and the date of this Agreement (the "Nettaxi SEC Documents"). Since August 13, 1999, all statements, reports, schedules, forms and other documents required to have been filed by Nettaxi with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Nettaxi SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 (the "Securities Act") or the Securities and Exchange Act of 1934 (the "Exchange Act") (as the case may be); and (ii) none of the Nettaxi SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
SEC Disclosures. Buyer shall use commercially-reasonable efforts to promptly provide Seller, upon Seller’s prior written request therefor, with such information as Seller determines is necessary to complete any filings with the SEC or other governmental agency which is made by Seller or its affiliates. Seller and its affiliates shall have the right to include any and all information concerning the Property and the transactions memorialized by this Agreement deemed necessary by Seller, in its reasonable discretion, to be incorporated into any regulatory filings made by Seller or its affiliates with the SEC, including without limitation on Form 8-K or Form 10-K; provided, however, that Seller shall use commercially reasonable efforts to provide a draft of any such filing to Buyer in advance of such filing. Notwithstanding anything to the contrary contained in this Agreement, Buyer understands, agrees and acknowledges that Seller intends on disclosing and filing, on one or more occasions, with the SEC or other governmental agency, a copy of this Agreement (as well as the name of the Buyer and the Purchase Price). The terms and provisions of this section shall survive the Closing. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 4815-0899-8962.7 22484/0204 [SIGNATURE PAGE TO AGREEMENT OF SALE AND PURCHASE]
SEC Disclosures. For a period of one year after the Closing Date, the Buyer shall use its commercially reasonable efforts to provide to Easyriders such reasonable information concerning the Buyer, the Companies and the transactions contemplated by this Agreement, as Easyriders may reasonably request in writing, in order to fulfill Easyriders' disclosure obligations under the Securities Exchange Act of 1934, as amended, as they relate to the transactions contemplated by this Agreement.
SEC Disclosures. Intelispan has previously furnished Devise true and complete copies of the following documents which have been filed by Intelispan with the SEC pursuant to Sections 13(a), 14(a), (b) or (c) or 15(d) of the Exchange Act (such documents are hereinafter collectively called the "Intelispan SEC Filings"): Intelispan's SB-2 Registration Statement filed with the SEC on May 3, 2000 and ordered effective by the SEC on May 15, 2000. At the time of filing with the SEC, the Intelispan SEC Filings were prepared in all material respects in accordance with the applicable requirements of the Exchange Act, and the rules and regulations
SEC Disclosures. MGC has previously furnished LJ. Net true and complete copies of the following documents which have been filed by MGC with the SEC xxxxxxxx xx Xxxxxxxx 00(x),
SEC Disclosures. Neither the Company nor its Subsidiary is subject to any disclosure or filing requirements with any governmental body or authority under any federal or state securities laws, regulations or rules as a result of the sale of the Shares by the Sellers hereunder.
