Common use of SEC Filing Clause in Contracts

SEC Filing. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the date of this Amendment, the Borrower shall file a Form 8- K with the SEC describing the terms of the transactions contemplated by this Amendment, the ABL Amendment, the Equity Financing Documents and the Convertible Debenture Restructuring Documents, including as exhibits to such Form 8-K this Amendment (including the exhibits and other documents attached hereto and thereto), the ABL Amendment (and the documents required to be attached pursuant to the ABL Amendment), the form of Second Amendment First Out Waterfall Notes, the forms of Second Amendment Warrants, each of the Equity Financing Documents and each of the Convertible Debenture Restructuring Documents and any related documents (such Form 8-K, the “Announcing Facility Amendment Form 8-K”) and disclosing any other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to the filing of the Announcing Facility Amendment Form 8-K. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the earlier of the Second Amendment Effective Date and April 5, 2019, the Borrower shall file a Form 8-K with the SEC describing the consummation (or termination) of the transactions contemplated by this Amendment, the Equity Financing and the Convertible Debenture Restructuring (such Form 8-K, the “Closing Facility Amendment Form 8-K”) and disclosing and other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to the filing of the Closing Facility Amendment Form 8-K. Subject to the foregoing, no Loan Party will issue any press releases or any other public statements with respect to the transactions contemplated by this Amendment or the ABL Amendment or disclosing the name of any Secured Party; provided, however, that the Borrower will be entitled, without the prior approval of any Secured Party, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Facility Amendment Form 8-K or the Closing Facility Amendment 8-K and contemporaneously therewith and (ii) as is required by Applicable Law and regulations (provided that each Secured Party will be consulted by the Borrower in connection with any such press release or other public disclosure prior to its release and will be provided with a copy thereof by the Borrower, other than in the case of filings required by the Exchange Act to be made with the SEC, which Borrower may make without such consultation or notice). From and after the Borrower’s filing of the Announcing Facility Amendment Form 8-K, no Secured Party shall be in possession of any material nonpublic information received from the Borrower, any other Loan Party or any of their Subsidiaries or Affiliates or any of its or their respective officers, directors, employees, attorneys, representatives or agents. Notwithstanding anything contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, after giving effect to the filing of the Announcing Facility Amendment Form 8-K, the Borrower expressly acknowledges and agrees that no Secured Party shall have any duty of trust or confidence with respect to, or duty not to trade in any securities on the basis of, any information regarding the Borrower that is otherwise possessed (or continued to be possessed) by any Secured Party as a result of a breach of any of the covenants set forth in this Section 8.

SEC Filing. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the date of this Amendment, the Borrower Endologix shall file a Form 8- K with the SEC describing the terms of the transactions contemplated by this Amendment, the ABL Term Amendment, the Equity Financing Documents and the Convertible Debenture Restructuring Documents, including as exhibits to such Form 8-K this Amendment (including the exhibits and other documents attached hereto and thereto), the ABL Term Amendment (and the documents required to be attached pursuant to the ABL Term Amendment), the form of Second Amendment First Out Waterfall Notes, the forms of Second Amendment Warrants, each of the Equity Financing Documents and each of the Convertible Debenture Restructuring Documents and any related documents (such Form 8-8- K, the “Announcing Facility Amendment Form 8-K”) and disclosing any other presently material non-public information (if any) provided or made available to any Secured Party member of the Lender Group (or any such Secured Partymember’s agents or representatives) on or prior to the filing of the Announcing Facility Amendment Form 8-K. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the earlier of the Second Amendment Effective Date and April 5, 2019, the Borrower shall file a Form 8-K with the SEC describing the consummation (or termination) of the transactions contemplated by this Amendment, the Equity Financing and the Convertible Debenture Restructuring (such Form 8-K, the “Closing Facility Amendment Form 8-K”) and disclosing and other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to the filing of the Closing Facility Amendment Form 8-K. Subject to the foregoing, no Loan Party will issue any press releases or any other public statements with respect to the transactions contemplated by this Amendment or the ABL Term Amendment or disclosing the name of any Secured Partymember of the Lender Group; provided, however, that the Borrower Endologix will be entitled, without the prior approval of any Secured Partymember of the Lender Group, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Facility Amendment Form 8-K or the Closing Facility Amendment 8-K and contemporaneously therewith and (ii) as is required by Applicable Law and regulations (provided that each Secured Party member of the Lender Group will be consulted by the Borrower Endologix in connection with any such press release or other public disclosure prior to its release and will be provided with a copy thereof by the BorrowerEndologix, other than in the case of filings required by the Exchange Act to be made with the SEC, which Borrower Endologix may make without such consultation or notice). From and after the BorrowerEndologix’s filing of the Announcing Facility Amendment Form 8-K, no Secured Party member of the Lender Group shall be in possession of any material nonpublic information received from the BorrowerEndologix, any other Loan Party or any of their Subsidiaries or Affiliates or any of its or their respective officers, directors, employees, attorneys, representatives or agents. Notwithstanding anything contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, after giving effect to the filing of the Announcing Facility Amendment Form 8-K, the Borrower Endologix expressly acknowledges and agrees that no Secured Party member of the Lender Group shall have any duty of trust or confidence with respect to, or duty not to trade in any securities on the basis of, any information regarding the Borrower Endologix that is otherwise possessed (or continued to be possessed) by any Secured Party member of the Lender Group as a result of a breach of any of the covenants set forth in this Section 85.

SEC Filing. At or prior The Company agrees that, not later than the third business day after the later to 8:30 a.m. occur of (New York City timei) on the first closing of the Varian Sale and (1stii) Business Day following the date on which the Company is notified that the Secretary of this State of the State of California has accepted for filing the Series B Certificate of Determination (the "Filing Date"), it will file a post-effective amendment (the "Post-Effective Amendment") to the Company's existing effective Registration Statement (as defined in the Registration Rights Agreement as defined below) with the SEC which would provide that the Registration Statement covers resales of the Common Stock issuable upon conversion of the Series B Shares. The Purchasers will be provided with drafts and given a reasonable opportunity to comment upon the Post-Effective Amendment. The provisions of the Registration Rights Agreement, dated as of February 2, 1998 (the "Registration Rights Agreement"), among the Company and the Purchasers shall remain in effect, except that (i) the references therein to the Registration Statement with respect to the Series A Shares shall be deemed to refer to such Registration Statement as amended by the Post-Effective Amendment and which is applicable to the resale of the Common Stock issuable upon conversion of the Series B Shares, (ii) all references to the "Series B Shares" therein shall not be applicable and all references to the "Series B Warrants" therein shall be deemed deleted and (iii) for purposes of the Post-Effective Amendment, the Borrower requirement to register 200% of the maximum number of shares of Common Stock into which the Series B Shares are convertible as set forth in Clause (1) of the definition of "Registrable Securities" in the Registration Rights Agreement shall file a Form 8- K with be waived and the Company shall instead be required, pursuant to such Clause (1) of such definition, to register 100% of the maximum number of shares of Common Stock into which the Series B Shares are convertible. The Purchasers acknowledge and agree that use of the prospectus under the Registration Statement for the resale of Common Stock shall be suspended from the date hereof until the Post-Effective Amendment is declared effective by the SEC describing the terms and that no penalty in respect thereof shall be applicable, notwithstanding any term of the transactions contemplated by Purchaser Agreement or the Registration Rights Agreement. The Company will use its reasonable best efforts to have the Post-Effective Amendment declared effective as soon as possible after filing. If the Company has not taken action to cause the Post-Effective Amendment to become effective within 5 days of receiving notice from the SEC that the Post Effective Amendment will not be reviewed or that any such review is complete, or if the Company fails to respond to comments from the SEC within 10 days of receiving such comments, then a majority in interest of the Purchasers shall have the right to terminate this Amendment, Agreement with respect to the ABL Amendment, the Equity Financing Documents Exchange and the Convertible Debenture Restructuring DocumentsNon-Redeemed Series A Shares shall remain outstanding, including as exhibits to such Form 8-K this Amendment (including the exhibits and other documents attached hereto and thereto), the ABL Amendment (and the documents required Purchasers shall again be permitted to be attached pursuant utilize the prospectus existing with respect to the ABL Amendment), the form of Second Amendment First Out Waterfall Notes, the forms of Second Amendment Warrants, each of the Equity Financing Documents and each of the Convertible Debenture Restructuring Documents and any related documents (such Form 8-K, the “Announcing Facility Amendment Form 8-K”) and disclosing any other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or Series A Shares as in effect prior to the filing of the Announcing Facility Amendment Form 8Post-K. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the earlier of the Second Amendment Effective Date and April 5, 2019, the Borrower shall file a Form 8-K with the SEC describing the consummation (or termination) of the transactions contemplated by this Amendment, the Equity Financing and the Convertible Debenture Restructuring (such Form 8-K, the “Closing Facility Amendment Form 8-K”) and disclosing and other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to the filing of the Closing Facility Amendment Form 8-K. Subject to the foregoing, no Loan Party will issue any press releases or any other public statements with respect to the transactions contemplated by this Amendment or the ABL Amendment or disclosing the name of any Secured Party; provided, however, that the Borrower will be entitled, without the prior approval of any Secured Party, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Facility Amendment Form 8-K or the Closing Facility Amendment 8-K and contemporaneously therewith and (ii) as is required by Applicable Law and regulations (provided that each Secured Party will be consulted by the Borrower in connection with any such press release or other public disclosure prior to its release and will be provided with a copy thereof by the Borrower, other than in the case of filings required by the Exchange Act to be made with the SEC, which Borrower may make without such consultation or notice). From and after the Borrower’s filing of the Announcing Facility Amendment Form 8-K, no Secured Party shall be in possession of any material nonpublic information received from the Borrower, any other Loan Party or any of their Subsidiaries or Affiliates or any of its or their respective officers, directors, employees, attorneys, representatives or agents. Notwithstanding anything contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, after giving effect to the filing of the Announcing Facility Amendment Form 8-K, the Borrower expressly acknowledges and agrees that no Secured Party shall have any duty of trust or confidence with respect to, or duty not to trade in any securities on the basis of, any information regarding the Borrower that is otherwise possessed (or continued to be possessed) by any Secured Party as a result of a breach of any of the covenants set forth in this Section 8.

SEC Filing. At On or prior to 8:30 a.m. (before 5:30 p.m., New York City time) , on the first (1st) Business Day trading day following the date of this Amendmenthereof, the Borrower Company shall issue a press release and file a Current Report on Form 8- 8-K with describing all the SEC describing the material terms of the transactions contemplated by this AmendmentAgreement in the form required by the Exchange Act and attaching the form of this Agreement (including all attachments, the ABL Amendment, the Equity Financing Documents and the Convertible Debenture Restructuring Documents, including as exhibits to such Form “8-K this Amendment (including Filing”). After the exhibits and other documents attached hereto and thereto)issuance of the 8-K Filing, the ABL Amendment (and the documents required to be attached pursuant to the ABL Amendment)Company shall have disclosed all material, the form of Second Amendment First Out Waterfall Notes, the forms of Second Amendment Warrants, each of the Equity Financing Documents and each of the Convertible Debenture Restructuring Documents and any related documents (such Form 8-K, the “Announcing Facility Amendment Form 8-K”) and disclosing any other presently material non-public information (if any) provided or made available delivered to any Secured Party (the Warrant Holder by the Company, or any such Secured Party’s of their respective officers, directors, employees or agents or representatives) on or prior to the filing of the Announcing Facility Amendment Form 8-K. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the earlier of the Second Amendment Effective Date and April 5, 2019, the Borrower shall file a Form 8-K in connection with the SEC describing the consummation (or termination) of the transactions contemplated by this AmendmentAgreement. In addition, the Equity Financing and the Convertible Debenture Restructuring (such Form 8-K, the “Closing Facility Amendment Form 8-K”) and disclosing and other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to effective upon the filing of the Closing Facility Amendment Form 8-K. Subject K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the foregoingtransactions contemplated by this Agreement or as otherwise disclosed in the 8-K Filing, no Loan Party will whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Warrant Holder or any of their affiliates, on the other hand, shall terminate. Neither the Company, its subsidiaries nor the Warrant Holder shall issue any other press releases or any other public statements with respect to the transactions contemplated by this Amendment or the ABL Amendment or disclosing the name of any Secured Partyhereby; provided, however, that the Borrower will Company shall be entitled, without the prior approval of any Secured Partythe Warrant Holder, to make any a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Facility Amendment Form 8-K or the Closing Facility Amendment 8-K Filing and contemporaneously therewith and or (ii) as is required by Applicable Law applicable law and regulations regulations. Without the prior written consent of the Warrant Holder (provided that which may be granted or withheld in the Warrant Holder’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each Secured Party will be consulted by of its Subsidiaries and affiliates to not) disclose the Borrower name of the Warrant Holder in connection with any such press filing, announcement, release or other public disclosure prior to its release and will be provided with a copy thereof by the Borrower, other than in the case of filings required by the Exchange Act to be made with the SEC, which Borrower may make without such consultation or notice). From and after the Borrower’s filing of the Announcing Facility Amendment Form 8-K, no Secured Party shall be in possession of any material nonpublic information received from the Borrower, any other Loan Party or any of their Subsidiaries or Affiliates or any of its or their respective officers, directors, employees, attorneys, representatives or agents. Notwithstanding anything contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, after giving effect to the filing of the Announcing Facility Amendment Form 8-K, the Borrower expressly acknowledges and agrees that no Secured Party shall have any duty of trust or confidence with respect to, or duty not to trade in any securities on the basis of, any information regarding the Borrower that is otherwise possessed (or continued to be possessed) by any Secured Party as a result of a breach of any of the covenants set forth in this Section 8otherwise.

SEC Filing. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the date of this Amendment, the Borrower Representative shall file a Form 8- 8-K with the SEC describing the terms of the transactions contemplated by this Amendment, the ABL Amendment, the Equity Financing Documents Amendment and the Convertible Debenture Restructuring Documents, Term Amendment and including as exhibits to such Form 8-K this Amendment (including the exhibits and other documents attached hereto and thereto), the ABL Amendment (and the documents required to be attached pursuant to the ABL Amendment), the form of Second Amendment First Out Waterfall Notes, the forms of Second Amendment Warrants, each of the Equity Financing Documents and each of the Convertible Debenture Restructuring Documents ) and any related documents (such Form 8-K, the “Announcing Facility Amendment Form 8-K”) and disclosing any other presently material non-public information (if any) provided or made available to any Secured Party member of the Lender Group (or any such Secured PartyLender Group member’s agents or representatives) on or prior to the filing of the Announcing Facility Amendment Form 8-K. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the earlier of the Second Amendment Effective Date and April 5, 2019, the Borrower shall file a Form 8-K with the SEC describing the consummation (or termination) of the transactions contemplated by this Amendment, the Equity Financing and the Convertible Debenture Restructuring (such Form 8-K, the “Closing Facility Amendment Form 8-K”) and disclosing and other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to the filing of the Closing Facility Amendment Form 8-K. Subject to the foregoing, no Loan Party will issue any press releases or any other public statements with respect to the transactions contemplated by this Amendment or the ABL Term Amendment or disclosing the name of any Secured Partymember of the Lender Group; provided, however, that the Borrower Representative will be entitled, without the prior approval of any Secured Partymember of the Lender Group, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Facility Amendment Form 8-K or the Closing Facility Amendment 8-K and contemporaneously therewith and (ii) as is required by Applicable Law and regulations (provided that each Secured Party member of the Lender Group will be consulted by the Borrower Representative in connection with any such press release or other public disclosure prior to its release and will be provided with a copy thereof by the Borrower, Borrower Representative other than in the case of filings required by the Exchange Act to be made with the SEC, which Borrower Representative may make without such consultation or notice). From and after the BorrowerBorrower Representative’s filing of the Announcing Facility Amendment Form 8-K, no Secured Party member of the Lender Group shall be in possession of any material nonpublic information received from the BorrowerBorrower Representative, any other Loan Party or any of their Subsidiaries or Affiliates or any of its or their respective officers, directors, employees, attorneys, representatives or agents. Notwithstanding anything contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, after giving effect to the filing of the Announcing Facility Amendment Form 8-K, the Borrower Representative expressly acknowledges and agrees that no Secured Party member of the Lender Group shall have any duty of trust or confidence with respect to, or duty not to trade in any securities on the basis of, any information regarding the Borrower Borrowers that is otherwise possessed (or continued to be possessed) by any Secured Party member of the Lender Group as a result of a breach of any of the covenants set forth in this Section 85.

SEC Filing. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the date of this Amendment, the Borrower shall file a Form 8- 8-K with the SEC describing the terms of the transactions contemplated by this Amendment, Amendment and the ABL Amendment, the Equity Financing Documents Amendment and the Convertible Debenture Restructuring Documents, including as exhibits to such Form 8-K this Amendment (including the exhibits and other documents attached hereto and thereto), the ABL Amendment (and the documents required to be attached pursuant to the ABL Amendment), the form of Second Amendment First Out Waterfall Notes, the forms of Second Amendment Warrants, each of the Equity Financing Documents and each of the Convertible Debenture Restructuring Documents ) and any related documents (such Form 8-K, the “Announcing Facility Amendment Form 8-K”) and disclosing any other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to the filing of the Announcing Facility Amendment Form 8-K. At or prior to 8:30 a.m. (New York City time) on the first (1st) Business Day following the earlier of the Second Amendment Effective Date and April 5, 2019, the Borrower shall file a Form 8-K with the SEC describing the consummation (or termination) of the transactions contemplated by this Amendment, the Equity Financing and the Convertible Debenture Restructuring (such Form 8-K, the “Closing Facility Amendment Form 8-K”) and disclosing and other presently material non-public information (if any) provided or made available to any Secured Party (or any such Secured Party’s agents or representatives) on or prior to the filing of the Closing Facility Amendment Form 8-K. Subject to the foregoing, no Loan Party will issue any press releases or any other public statements with respect to the transactions contemplated by this Amendment or the ABL Amendment or disclosing the name of any Secured Party; provided, however, that the Borrower will be entitled, without the prior approval of any Secured Party, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Facility Amendment Form 8-K or the Closing Facility Amendment 8-K and contemporaneously therewith and (ii) as is required by Applicable Law and regulations (provided that each Secured Party will be consulted by the Borrower in connection with any such press release or other public disclosure prior to its release and will be provided with a copy thereof by the Borrower, Borrower other than in the case of filings required by the Exchange Act to be made with the SEC, which Borrower may make without such consultation or notice). From and after the Borrower’s filing of the Announcing Facility Amendment Form 8-K, no Secured Party shall be in possession of any material nonpublic information received from the Borrower, any other Loan Party or any of their Subsidiaries or Affiliates or any of its or their respective officers, directors, employees, attorneys, representatives or agents. Notwithstanding anything contained in this Amendment to the contrary and without implication that the contrary would otherwise be true, after giving effect to the filing of the Announcing Facility Amendment Form 8-K, the Borrower expressly acknowledges and agrees that no Secured Party shall have any duty of trust or confidence with respect to, or duty not to trade in any securities on the basis of, any information regarding the Borrower that is otherwise possessed (or continued to be possessed) by any Secured Party as a result of a breach of any of the covenants set forth in this Section 85.