Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Viking Energy Group, Inc.), Securities Purchase Agreement (Camber Energy, Inc.), Securities Purchase Agreement (Camber Energy, Inc.)
Securities Law Disclosure; Publicity. The Company shall afford the Purchasers and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Purchasers and its counsel on the form and substance of, and shall give due consideration to all such comments from the Purchasers and its counsel on, any press release or any other public disclosure made by or on behalf of the Company relating to the Purchasers, the Transaction Documents and/or the transactions contemplated by any Transaction Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Purchasers shall reasonably object, unless required by law.
(i) Within the time required by the Exchange Act, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the The Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the PurchaserPurchasers), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser Purchasers are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser Purchasers shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser Purchasers shall have first provided notice to the Company that they believe they have it believes it has received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser Purchasers or demonstrate to the Purchaser Purchasers in writing why such information does not constitute material, non-public information, and (assuming the Purchaser Purchasers and Purchaser’s Purchasers’ counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser Purchasers shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser Purchasers shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Muscle Maker, Inc.), Securities Purchase Agreement (HyreCar Inc.), Securities Purchase Agreement (Co-Diagnostics, Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such the Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s ’ counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Viking Energy Group, Inc.), Securities Purchase Agreement (Camber Energy, Inc.), Securities Purchase Agreement (Viking Energy Group, Inc.)
Securities Law Disclosure; Publicity. The Company shall (ia) Within the time required by the Exchange ActDisclosure Time, the Company shall issue a Current Report on Form 8-K (the “Current Report”) 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 required to be included in such Current Report as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchasersuch press release, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to any of the prior approval Investors by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective officers, directors, officers, employees, stockholders Affiliates or agents, for including, without limitation, the Placement Agent, 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 such disclosureand 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, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Investor or any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Purchaser each Investor shall be relying rely on the foregoing covenants and obligations covenant in effecting transactions in securities of the Company. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Investor, 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 Investors with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Investors regarding such disclosure. “Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
Appears in 4 contracts
Samples: Placement Agency Agreement (Biofrontera Inc.), Placement Agency Agreement (Biofrontera Inc.), Placement Agency Agreement (Biofrontera Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, If the Company shall issue determines in its sole discretion that a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated herebyhereby is required, and including the Transaction Documents required to be included in then it will file such Current Report as exhibits theretoForm 8-K timely. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents The Company represents to the Purchaser, Investors that the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute has publicly disclosed all material, non-public information, unless a simultaneous public announcement thereof is made by information delivered to the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant Investor by the Company or any person of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investors with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investors (which may be granted or withheld in the Investors’ sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investors (as determined in the reasonable good faith judgment of the Purchaser)Investor) without the Investors’ consent, (i) the Company hereby covenants and agrees that the Investors shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public informationNotes or Warrants, the Purchaser Investors shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser the Investors shall have first provided notice to the Company that they believe they have it believes it has received information that constitutes material, non-public information, the Company shall have 48 at least 24 hours to publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public informationInvestors, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser Company shall afford the Investors and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investors and their counsel on the form and substance of, and shall give due consideration to all such comments from the Investors or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investors, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not have any liability to the Companyissue, any of its Subsidiaries, file or any of their respective directors, officers, employees, stockholders or agents, for publicly disclose any such disclosureinformation to which the Investors shall object. The For the avoidance of doubt, the Company understands and confirms that shall not be required to submit for review any such disclosure contained in periodic reports filed with the Purchaser Commission under the Exchange Act if it shall be relying on have previously provided the foregoing covenants and obligations same disclosure for review in effecting transactions in securities of the Companyconnection with a previous filing.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Players Network), Securities Purchase Agreement (TWO RIVERS WATER & FARMING Co), Securities Purchase Agreement (Biolargo, Inc.)
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by fourth Trading Day after the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after The Company represents to the Lenders that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Lenders, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford each Lender and such Purchaser Lxxxxx’s counsel with a reasonable opportunity to review and comment upon, shall have first provided notice consult with them on the form and substance of, and shall give due consideration to all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Lender, the Transaction Documents and/or the transactions contemplated by any Transaction Document, prior to the issuance, filing or public disclosure thereof, and the Company that they believe they have received shall not issue, file or publicly disclose any such information that constitutes materialto which any Lender shall reasonably object, non-public informationunless required by law. For the avoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to not publicly disclose the name of any Lender, or include the name of any Lender in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such materialLender, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any in which case the Company shall provide the Lenders with prior notice of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companydisclosure permitted under this clause (b).
Appears in 3 contracts
Samples: Note Purchase Agreement (Pure Bioscience, Inc.), Note Purchase Agreement (Pure Bioscience, Inc.), Note Purchase Agreement (Pure Bioscience, Inc.)
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActClosing, the Company shall issue a Current Report on Form 8-K press release (the “Current ReportPress Release”) disclosing the all material terms of the transactions Offering. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents required to be included in such Current Report as exhibits thereto. From and after with the issuance of the Current Report. SEC or (ii) Other than provision to the extent such disclosure is required by law, request of the Transaction Documents to staff of the PurchaserSEC or of any regulatory agency or principal trading market regulations, in which case the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, nonprior written notice of such disclosure permitted under this sub-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FDclause (ii). In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the The Purchaser shall have the right to make a public disclosure, not be in the form possession of a press release, public advertisement or otherwise, of such any material, non-public information without received from the prior approval by Company or any of its respective officers, directors, employees or agents in connection with the Company; provided such Offering that is not disclosed in the SEC Reports unless the Purchaser shall have first provided notice to executed a written agreement regarding the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why confidentiality and use of such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed or is otherwise subject to publicly disclose such material, non-public information within such time periodconfidentiality restrictions. The Purchaser shall not have covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9, the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions). In addition, the Purchaser acknowledges that it is aware that the United States securities laws generally prohibit any liability to person who is in possession of material nonpublic information about a public company such as the Company, any Company from purchasing or selling securities of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosurecompany. The provisions of this Section 9 are in addition to and not in replacement of any other confidentiality agreement between the Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the CompanyPurchaser.
Appears in 2 contracts
Samples: Subscription Agreement (Transphorm, Inc.), Subscription Agreement (Transphorm, Inc.)
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am on the time required by fourth (4th) Trading Day after the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Purchasers, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford each Purchaser and Xxxx as Purchasers’ counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall consider in good faith all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Transaction Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall have first provided notice to reasonably object, unless required by law. For the Company that they believe they have received information that constitutes material, non-public informationavoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same or substantially the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such materialPurchaser, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any in which case the Company shall provide the Purchasers with prior notice of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companydisclosure permitted under this clause (b).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Douglas Elliman Inc.), Securities Purchase Agreement
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the transactions Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents required with the SEC, (ii) in connection with a request by FINRA relating to the Form 211 to be included filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by applicable Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall to the extent legally permissible provide the Purchaser with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance filing of the Current Report. (ii) Other than provision Super 8-K, no Purchaser shall be in possession of the Transaction Documents to the Purchaserany material, non-public information received from the Company confirms that neither it nor or any of its respective officers, directors, employees or agents or any other person acting on its behalf shall provide in connection with the Purchaser or their agents or counsel with any information Offering that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company not disclosed in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, nonSuper 8-public information, K unless the Purchaser shall have executed a written agreement with the right to make a public disclosure, in Company regarding the form of a press release, public advertisement or otherwise, confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally permissible so that the Company may seek a protective order to prevent such disclosure. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information without the prior approval by the Company; provided about a company from purchasing or selling any securities of such Purchaser shall have first provided notice company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company that they believe they have received information that constitutes material, non-public information, and the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 2 contracts
Samples: Subscription Agreement (Laffin Acquisition Corp.), Subscription Agreement (Aeluma, Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the “Initial Press Release”) and (b) issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserInitial Press Release, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Investor as of such time by the Company; provided such Purchaser shall have first provided notice 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. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor (the “Additional Press Release”). From and after the issuance of the Additional Press Release, the Company represents to the Investor that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such disclosed all material, non-public information prior delivered to any the Investor as of such disclosure time by the Purchaser Company or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiariessubsidiaries, or any of their respective officers, directors, officers, employees, stockholders employees or agents, for any such disclosureagents in connection with the transactions contemplated by the Transaction Documents. The Company understands shall afford the Investor and confirms that its counsel with a reasonable opportunity to review and comment upon, shall consult with the Purchaser shall be relying Investor and its counsel on the foregoing covenants form and obligations in effecting transactions in securities substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Securities Purchase Agreement (Armco Metals Holdings, Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the “Press Release”) and (b) issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserPress Release, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Investor as of such time by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiariessubsidiaries, or any of their respective officers, directors, officers, employees, stockholders employees or agents, for any such disclosureagents in connection with the transactions contemplated by the Transaction Documents. The Company understands shall afford the Investor and confirms that its counsel with a reasonable opportunity to review and comment upon, shall consult with the Purchaser shall be relying Investor and its counsel on the foregoing covenants form and obligations in effecting transactions in securities substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (XcelMobility Inc.), Securities Purchase Agreement (Echo Automotive, Inc.)
Securities Law Disclosure; Publicity. The Company shall, by 8:00 a.m. (iEastern time) Within on the time required by business day immediately following the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such form of this Agreement as an exhibit thereto (the “Current Report as exhibits theretoReport”). From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf the Company shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute have publicly disclosed all material, non-public information, unless a simultaneous public announcement thereof is made by information delivered to the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant Investor by the Company or any person of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. In addition, effective upon the filing of the Current Report, 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, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Purchaser)Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public informationNote or Warrant, the Purchaser Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser the Investor shall have first provided notice to the Company that they believe they have it believes it has received information that constitutes material, non-public information, the Company shall have 48 at least 24 hours to publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public informationInvestor, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not have any liability to the Companyissue, any of its Subsidiaries, file or any of their respective directors, officers, employees, stockholders or agents, for publicly disclose any such disclosureinformation to which the Investor shall object. The For the avoidance of doubt, the Company understands and confirms that shall not be required to submit for review any such disclosure contained in periodic reports filed with the Purchaser Commission under the Exchange Act if it shall be relying on have previously provided the foregoing covenants and obligations same disclosure for review in effecting transactions in securities of the Companyconnection with a previous filing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (KonaRed Corp), Securities Purchase Agreement (KonaRed Corp)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the "Initial Press Release") and (b) issue a Current Report on Form 8-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserInitial Press Release, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Investor as of such time by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor and that the Additional Closing has occurred (the "Additional Press Release"). From and after the issuance of the Additional Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, employeesdirectors, stockholders employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, 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, affiliates, employees or agents, for on the one hand, and the Investor or any such disclosureof its affiliates, on the other hand, shall terminate. The Company understands shall not, and confirms the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor's sole discretion). To the extent that the Purchaser Company delivers any material, non-public information to the Investor without the Investor's consent, the Company hereby covenants and agrees that the Investor shall be relying not have any duty of confidentiality with respect to, or a duty not to trade on the foregoing covenants basis of, such material, non-public information. The Company shall afford the Investor and obligations in effecting transactions in securities its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Gold Lakes Corp.), Securities Purchase Agreement (Gold Lakes Corp.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall on the date this Agreement is executed (but in no event later than 8:30am EST on the one (1) Trading Day following the execution date hereof issue a press release reasonably acceptable to the Purchasers disclosing definitive agreements have been executed and all material terms of the transactions contemplated hereby. The Company shall file a press release within one (1) Trading Day of the Closing and file a Current Report on Form 8-K with the Commission (the “Current Report8-K Filing”) disclosing describing the material terms of the transactions contemplated hereby, by this Agreement and including as exhibits to such 8-K Filing this Agreement, in the form required by the Exchange Act. The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required to be included by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press releaserelease and/Current Report on Form 8-K describing the transactions contemplated by the Subscription Agreements (the “Public Disclosure”), public advertisement or otherwise, no Purchaser shall be in possession of such any material, non-public information without received from the prior approval by Company or any of its respective officers, directors, employees or agents that is not disclosed in the Company; provided such Public Disclosure unless a Purchaser shall have first provided notice to executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company that they believe they have received information that constitutes materialas described in this Section 9, non-public information, such Purchaser will maintain the Company shall have 48 hours publicly confidentiality of all disclosures made to disclose it in connection with such material, non-public information prior to any transactions (including the existence and terms of such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companytransactions).
Appears in 2 contracts
Samples: Subscription Agreement (Wrap Technologies, Inc.), Subscription Agreement (Wrap Technologies, Inc.)
Securities Law Disclosure; Publicity. The Company shall, by 8:00 a.m. (iChicago time) Within on the time required by business day immediately following the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such form of this Agreement as an exhibit thereto (the “Current Report as exhibits theretoReport”). From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf the Company shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute have publicly disclosed all material, non-public information, unless a simultaneous public announcement thereof is made by information delivered to the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant Investor by the Company or any person of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. In addition, effective upon the filing of the Current Report, 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, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Purchaser)Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public informationNote or Warrant, the Purchaser Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser the Investor shall have first provided notice to the Company that they believe they have it believes it has received information that constitutes material, non-public information, the Company shall have 48 at least 24 hours to publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public informationInvestor, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not have any liability to the Companyissue, any of its Subsidiaries, file or any of their respective directors, officers, employees, stockholders or agents, for publicly disclose any such disclosureinformation to which the Investor shall object. The For the avoidance of doubt, the Company understands and confirms that shall not be required to submit for review any such disclosure contained in periodic reports filed with the Purchaser Commission under the Exchange Act if it shall be relying on have previously provided the foregoing covenants and obligations same disclosure for review in effecting transactions in securities of the Companyconnection with a previous filing.
Appears in 2 contracts
Samples: Securities Purchase Agreement (KonaRed Corp), Securities Purchase Agreement (KonaRed Corp)
Securities Law Disclosure; Publicity. The Borrower shall on or before, but in no event later than, 8:30 a.m. (iNYC Time), on the first (1st) Within Business Day following the time required by Closing Date file with the Exchange Act, the Company shall issue SEC a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance date of filing with the SEC of the Current Report. (ii) Other than provision of , the Transaction Documents Borrower represents to the Purchaser, Lender that the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser Borrower shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Lender as of such time by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its SubsidiariesBorrower, or any of their its respective officers, directors, officersemployees or agents in connection with the transactions contemplated by the Documents. The Borrower shall afford the Lender and its counsel with a reasonable opportunity to review and comment upon, employeesshall consult with the Lender and its counsel on the form and substance of, stockholders and shall give due consideration to all such comments from the Lender and its counsel on, any press release, SEC filing or agentsany other public disclosure made by or on behalf of the Borrower relating to the Lender, for the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Borrower shall not issue, file or publicly disclose any such disclosureinformation to which the Lender shall reasonably object, unless required by law. The Company understands and confirms that For the Purchaser avoidance of doubt, the Borrower shall not be relying on required to submit for review any such disclosure contained in periodic reports filed with the foregoing covenants and obligations SEC under the 1934 Act if it shall have previously provided the same disclosure for review in effecting transactions in securities of the Companyconnection with a previous filing.
Appears in 1 contract
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by first Trading Day after the Exchange Actdate hereof and after each closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the Exchange Act. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report, the Company shall have publicly disclosed all material, non-public information delivered to the Purchasers, if any, as of such time by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and its counsel with a reasonable opportunity to review and comment upon, shall consult with each Purchaser and its counsel on the form and substance of, and shall give due consideration to all such comments from each Purchaser and its counsel on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. 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 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).
(ii) Other than provision Except with respect to the material terms and conditions of the Transaction Documents transactions contemplated by the Documents, which shall be disclosed pursuant to the PurchaserSection 4.1(j)(i), the Company confirms covenants and agrees that neither it it, nor any other person Person acting on its behalf shall behalf, will provide the any Purchaser or their its agents or counsel with any information that constitutes constitutes, or might constitute that the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands that each Purchaser may be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser's consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, and its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of such material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, that the Purchaser shall have remain subject to applicable law. To the right extent that any notice provided pursuant to make a public disclosureany Document constitutes, in the form of a press releaseor contains, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to regarding the Company that they believe they have received information that constitutes material, non-public informationor any Subsidiaries, the Company shall have 48 hours publicly to disclose simultaneously file such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree notice with the Company’s determination) the Company shall have failed Commission pursuant to publicly disclose such material, nona Current Report on Form 8-public information within such time period. The K. Such Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the each Purchaser shall may be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement, the Merger Agreement and the Registration Rights Agreement)), in each case without redaction and including all schedules, exhibits and appendices, except as permitted by applicable SEC rules and instructions and provided that any redaction or schedule, exhibit or appendix not so filed in reliance on such rules and instructions shall not contain any material non-public information, as soon as practicable following the Initial Closing Date but in no event more than four (4) Business Days following the Initial Closing Date. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the transactions Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents required with the SEC, or (ii) in connection with a request by FINRA relating to the Form 211 to be included filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by applicable Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall to the extent legally permissible provide the Purchaser with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From The Company represents and warrants that, from and after the issuance filing of the Current Report. (ii) Other than provision Super 8-K, no Purchaser shall be in possession of the Transaction Documents to the Purchaserany material, non-public information received from the Company confirms that neither it nor or its Subsidiaries any of its or their respective officers, directors, employees or agents or any other person acting on its behalf shall provide in connection with the Purchaser or their agents or counsel with any information Offering that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company not disclosed in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, nonSuper 8-public information, K unless the Purchaser shall have executed a written agreement with the right Company regarding the confidentiality and use of such information or is otherwise subject to make confidentiality restrictions as an officer or director of the Company. The Company also hereby covenants and agrees that, promptly following the Company’s (i) obtaining initial data from the phase 1b trial for Lomonitinib (ZE46-0134), (ii) obtaining data from the healthy volunteer study for Lonitoclax (ZE50-0134), or (iii) selection of a public disclosure, menin inhibitor as a candidate for further preclinical study (which in each case the Company expects to occur in the form fourth quarter of the year ended December 31, 2024, as disclosed in the Draft Super 8-K and the Company will disclose in the Super 8-K), the Company will make public disclosure thereof in a widely disseminated press releaserelease or filing with the SEC. The Purchaser, public advertisement or otherwiseseverally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(n), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally permissible so that the Company may seek a protective order to prevent such disclosure. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information without the prior approval by the Company; provided about a company and are subject to are subject to a duty of trust or confidence in respect of such Purchaser shall have first provided notice information from purchasing or selling any securities of such company while in possession of such information. The provisions of this Section 9(n) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company that they believe they have received information that constitutes material, non-public information, and the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Samples: Subscription Agreement (Lomond Therapeutics Holdings, Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of No public release or announcement concerning this Agreement or the transactions contemplated hereby, and including the Transaction Documents required to hereby shall be included in such Current Report as exhibits thereto. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made issued by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any Selling Stockholder or any Purchaser without the prior consent of its Subsidiariesthe Company and the Selling Stockholders (in the case of a release or announcement by a Purchaser), such Purchasers and the Selling Stockholders (in the case of a release or announcement by the Company), or any such Purchasers and the Company (in the case of their respective directorsa release or announcement by the Selling Stockholders) (which consents shall not be unreasonably withheld, officersconditioned, employeesor delayed), stockholders or agents, except for any such disclosure. The Company understands and confirms that release or announcement as may be required by Law or the Purchaser shall be relying on applicable rules or regulations of any securities exchange or securities market including, without limitation, the foregoing covenants and obligations filing with the SEC of one or more registration statements in effecting transactions in securities accordance with the requirements of the Registration Rights Agreement, any filings required by any applicable state securities laws, the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the Securities Act, the filing of any requisite notices and/or application(s) to the NASDAQ, if applicable, for the issuance, sale, and listing or quotation of the Class A Common Stock for trading or quotation, as the case may be, thereon in the time and manner required thereby, the filings required in accordance with Section 2.26 of this Agreement, in which case the Company, the Selling Stockholders or the Purchasers, as the case may be, shall allow the Purchasers, the Selling Stockholders or the Company, as applicable, to the extent reasonably practicable under the circumstances, reasonable time to comment on such release or announcement in advance of such issuance.
Appears in 1 contract
Samples: Securities Purchase Agreement (Equity Bancshares Inc)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall by 9:00 a.m. (New York City time) on the third (3rd) Trading Day immediately following the Initial Closing Date, issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Investor as of such time by the Company; provided such Purchaser shall have first provided notice 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. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following the Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor (the “Additional Press Release”). From and after the issuance of the Additional Press Release, the Company represents to the Investor that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such disclosed all material, non-public information prior delivered to any the Investor as of such disclosure time by the Purchaser Company or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiariessubsidiaries, or any of their respective officers, directors, officers, employees, stockholders employees or agents, for any such disclosureagents in connection with the transactions contemplated by the Transaction Documents. The Company understands shall afford the Investor and confirms that its counsel with a reasonable opportunity to review and comment upon, shall consult with the Purchaser shall be relying Investor and its counsel on the foregoing covenants form and obligations in effecting transactions in securities substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall reasonably object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 1 contract
Samples: Securities Purchase Agreement (HydroPhi Technologies Group, Inc.)
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the transactions Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents required with the SEC, or (ii) in connection with a request by FINRA relating to the Form 211 to be included filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by applicable Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall to the extent legally permissible provide the Purchaser with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance filing of the Current Report. (ii) Other than provision Super 8-K, no Purchaser shall be in possession of the Transaction Documents to the Purchaserany material, non-public information received from the Company confirms that neither it nor or any of its respective officers, directors, employees or agents or any other person acting on its behalf shall provide in connection with the Purchaser or their agents or counsel with any information Offering that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company not disclosed in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, nonSuper 8-public information, K unless the Purchaser shall have executed a written agreement with the right to make a public disclosure, in Company regarding the form of a press release, public advertisement or otherwise, confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9 (i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally permissible so that the Company may seek a protective order to prevent such disclosure. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information without the prior approval by the Company; provided about a company from purchasing or selling any securities of such Purchaser shall have first provided notice company while in possession of such information. The provisions of this Section 9 (i) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company that they believe they have received information that constitutes material, non-public information, and the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Securities Law Disclosure; Publicity. The Company shall, at or prior to 8:30 a.m., Eastern Time, on the first day following the date of this Agreement on which trading occurs on the NASDAQ Stock Market, issue a press release reasonably acceptable to the Purchasers’ Representative (iassuming the Purchasers’ Representative has timely responded to any request for review in order to enable the Company to meet such deadline) Within disclosing the time required by transactions contemplated hereby. No later than the Exchange Actfourth Business Day after the signing of this Agreement, the Company shall issue file a Current Report on Form 8-K with the SEC (the “Current Report8-K Filing”) disclosing describing the material terms transactions contemplated hereby, in the form required by the Exchange Act. The Company shall file this Agreement as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 or if it so chooses, as an exhibit to the 8-K Filing. Thereafter, the Company shall timely file any filings and notices required by the SEC or the NASD with respect to the transactions contemplated hereby. The Company and the Purchasers’ Representative shall consult with each other in issuing any other press releases or statements made with the intent of widespread public dissemination with respect to the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance none of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to issue any such press release or otherwise make a any such public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information statement without the prior approval by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to consent of the Company, with respect to any press release of its Subsidiariesany Purchaser, or without the prior consent the Majority Purchasers, with respect to any press release of their respective directorsthe Company, officersin each case which consent shall not unreasonably be withheld, employeesdelayed or conditioned and except to the extent such press release or disclosure is required by law, stockholders SEC regulations or agentsforms or NASD regulations, for any in which case the disclosing party shall use its reasonable efforts to provide the other party with prior notice of such disclosure. The Company understands In furtherance of the foregoing, but not in limitation thereof, the parties acknowledge and confirms agree that the Purchaser either party shall be relying entitled to name both the other party and the Devco in any private conference or presentation, including marketing materials to prospective investors in the case of ECP and to respond to questions (even in public conferences or presentations) regarding such Person, based on information already in the foregoing covenants and obligations in effecting transactions in securities of the Companypublic domain.
Appears in 1 contract
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the transactions Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required to be included by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance filing of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserSuper 8-K, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the no Purchaser shall have the right to make a public disclosure, be in the form possession of a press release, public advertisement or otherwise, of such any material, non-public information without received from the prior approval by Company or any of its respective officers, directors, employees or agents in connection with the Company; provided such Offering that is not disclosed in the Super 8-K unless a Purchaser shall have first provided notice executed a written agreement regarding the confidentiality and use of such information or is otherwise subject to confidentiality restrictions. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company that they believe they have received information that constitutes materialas described in this Section 9, non-public informationsuch Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions). In addition, the Company shall have 48 hours publicly to disclose Purchaser acknowledges that it is aware that the United States securities laws generally prohibit any person who is in possession of material nonpublic information about a public company such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) as the Company shall have failed to publicly disclose from purchasing or selling securities of such material, non-public information within such time periodcompany. The Purchaser shall provisions of this Section 9 are in addition to and not have in replacement of any liability to other confidentiality agreement between the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the CompanyPurchaser.
Appears in 1 contract
Samples: Subscription Agreement (Peninsula Acquisition Corp)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits theretothereto within three Business Days following the Closing; provided, however, that the Current Report shall be filed no later than the time that public disclosure is made of the acquisition for which the proceeds of this transaction are being used. From and after The Company represents to the Purchaser that, as of the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Purchaser, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford the Purchaser and its counsel with a reasonable opportunity to review and comment upon any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser shall have first provided notice Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the Company that they believe they have received information that constitutes materialissuance, non-filing or public informationdisclosure thereof. For the avoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to 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 materialPurchaser, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Documents with the Commission and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The in which case the Company understands and confirms that shall provide the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities with prior notice of the Companysuch disclosure permitted under this clause (b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Dolphin Entertainment, Inc.)
Securities Law Disclosure; Publicity. (a) The Partnership shall, no later than 15 days following the execution of this Agreement, (i) Within file a supplement to the time Prospectus or a post-effective amendment to the Registration Statement substantially in the form determined by counsel to the Partnership and Willkie, Fxxx & Gxxxxxxxx LLP, designated counsel of the Investors, to be necessary or appropriate and in a form required by the Securities Act, together with any exhibits required to be filed therewith (the “Amended Registration Statement”); (ii) file an amendment to the Schedule TO in the form determined by counsel to the Partnership and Willkie, Fxxx & Gxxxxxxxx LLP, designated counsel of the Investors, to be necessary or appropriate and in a form required by the Exchange Act, together with any exhibits required to be filed therewith. Thereafter, the Company Partnership shall timely file any filings and notices required by the SEC or the NASD with respect to the transactions contemplated by the Registration Statement, as amended and the Schedule TO, as amended.
(b) The Partnership shall, at or prior to 8:30 a.m., Eastern Daylight Time, on the first day following the Closing Date on which regular way trading of the Common Units occurs on the national securities exchange on which the Common Units are listed for trading, (i) issue a press release reasonably acceptable to the Investors disclosing the transactions contemplated hereby, and (ii) file a Current Report on Form 8-K with the SEC (the “Current Report8-K Filing”) disclosing describing the material terms of transactions contemplated hereby and including this Agreement as an exhibit hereto, in the form required by the Exchange Act. Thereafter, the Partnership shall timely file any filings and notices required by the SEC or the NASD with respect to the transactions contemplated hereby.
(c) Notwithstanding the foregoing, neither the Partnership nor the Investor shall publicly disclose the name of any party to this Agreement, or include the name of any party hereto in any filing with the SEC (other than pursuant to the Registration Statement and including exhibits to the Transaction Documents required 8-K Filing and other periodic filings made by the Partnership under the Exchange Act) or the NASD (other than pursuant to be included in such Current Report as exhibits thereto. From and after an application for the issuance listing of the Current Report. (ii) Other than provision Shares on the NYSE or Nasdaq), without the prior written consent of the Transaction Documents such other party, except to the Purchaserextent such disclosure is required by law or NASD regulations, in which case the Company confirms that neither it nor any other person acting on its behalf Investor or the Partnership shall provide the Purchaser or their agents or counsel other party with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, prior notice of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such proposed disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (Ensource Energy Income Fund LP)
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by first Trading Day after the Exchange Actdate hereof and after each closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the Exchange Act. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report, the Company shall have publicly disclosed all material, non-public information delivered to the Purchasers, if any, as of such time by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall afford each Purchaser and its counsel with a reasonable opportunity to review and comment upon, shall consult with each Purchaser and its counsel on the form and substance of, and shall give due consideration to all such comments from each Purchaser and its counsel on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Transaction Documents and/or the transactions contemplated by any Transaction Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. 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).
(ii) Other than provision Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents Documents, which shall be disclosed pursuant to Section 4.1(j)(i), and any notice required to be made pursuant to Sections 4.1(k) and 4.2(d) hereof or any Transaction Document, to which notices the PurchaserHolders hereby consent, the Company confirms covenants and agrees that neither it it, nor any other person Person acting on its behalf shall behalf, will provide the any Purchaser or their its agents or counsel with any information that constitutes constitutes, or might constitute materialthat the Company reasonably believes constitutes, material non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided thereto such Purchaser shall have first provided notice consented to the Company that they believe they have received receipt of such information that constitutes material, non-public information, and agreed with the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why keep such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosureconfidential. The Company understands and confirms that the each Purchaser shall may be relying on the foregoing covenants and obligations covenant in effecting transactions in securities of the Company.
Appears in 1 contract
Securities Law Disclosure; Publicity. (i1) Within No later than 9:30 AM New York Time on the time required by first Trading Day after the Exchange Actdate hereof and after each closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the Exchange Act. From and after the issuance of the Current ReportReport after the date hereof, the Company represents to the Purchasers that the Company shall have publicly disclosed all material, non-public information delivered to the Purchasers, if any, as of such time by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. (ii) Other than provision The Company shall afford each Purchaser and its counsel with a reasonable opportunity to review and comment upon, shall consult with each Purchaser and its counsel on the form and substance of, and shall give due consideration to all such comments from each Purchaser and its counsel on, any press release, SEC filing or any other public disclosure made by or on behalf of the Transaction Documents Company relating to the such Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company confirms shall not issue, file or publicly disclose any such information to which any Purchaser shall reasonably object, unless required by law. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. 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 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)
(2) Except with respect to the material terms and conditions of the transactions contemplated by the Documents, which shall be disclosed pursuant to Section 4.1(j)(1), the Company covenants and agrees that neither it it, nor any other person Person acting on its behalf shall will provide the any Purchaser or their its agents or counsel with any information that constitutes constitutes, or might constitute the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such purchaser shall not have any duty of confidentiality to Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, and of it Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, that the Purchaser shall have remain subject to applicable law. To the right extent that any notice provided pursuant to make a public disclosureany Document constitutes, in the form of a press releaseor contains, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to regarding the Company that they believe they have received information that constitutes material, non-public informationor any Subsidiaries, the Company shall have 48 hours publicly to disclose simultaneously file such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree notice with the Company’s determination) the Company shall have failed Commission pursuant to publicly disclose such material, nona Current Report on Form 8-public information within such time period. The K. Such Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the each Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amarantus Bioscience Holdings, Inc.)
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by second Trading Day after the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Purchasers, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and Pxxxx Cxxxxxx as Purchasers’ counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall give due consideration to all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall have first provided notice to reasonably object, unless required by law. For the Company that they believe they have received information that constitutes material, non-public informationavoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to 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 materialPurchaser, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Documents with the Commission and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any in which case the Company shall provide the Purchasers with prior notice of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companydisclosure permitted under this clause (b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Fathom Holdings Inc.)
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by fourthTrading Day after the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Purchasers, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and Pxxxx Cxxxxxx as Purchasers’ counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall give due consideration to all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall have first provided notice to reasonably object, unless required by law. For the Company that they believe they have received information that constitutes material, non-public informationavoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same or substantially the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to 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 materialPurchaser, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Documents with the Commission and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any in which case the Company shall provide the Purchasers with prior notice of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companydisclosure permitted under this clause (b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Dyadic International Inc)
Securities Law Disclosure; Publicity. (i1) Within No later than 9:30 AM New York Time on the time required by first Trading Day after the Exchange Actclosing of the transactions contemplated hereby, the Company Borrower shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the Exchange Act. From and after the issuance of the Current Report, the Borrower represents to the Lender that the Borrower shall have publicly disclosed all material, non-public information delivered to the Lender, if any, as of such time by the Borrower, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. (ii) Other than provision The Borrower shall afford the Lender and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Lender and its counsel on the form and substance of, and shall give due consideration to all such comments from the Lender and its counsel on, any press release, SEC filing or any other public disclosure made by or on behalf of the Transaction Documents Borrower relating to the PurchaserLender, the Company Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Borrower shall not issue, file or publicly disclose any such information to which the Lender shall reasonably object, unless required by law. For the avoidance of doubt, the Borrower shall not be required to submit for review any such disclosure contained in periodic reports filed with the SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
(2) The Borrower confirms that neither it nor any other person acting on its behalf shall provide the Purchaser Lender or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company Borrower in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company Borrower or any person acting on its behalf (as determined in the reasonable good faith judgment of the PurchaserLender), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are Lender is holding any securities of the Company Borrower at the time of the disclosure of material, non-public information, the Purchaser Lender shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the CompanyBorrower; provided such Purchaser Lender shall have first provided notice to the Company Borrower that they believe they have it believes it has received information that constitutes material, non-public information, the Company Borrower shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser Investor or demonstrate to the Purchaser Lender in writing why such information does not constitute material, non-public information, and (assuming the Purchaser Lender and PurchaserLender’s counsel disagree with the CompanyBorrower’s determination) the Company Borrower shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser Lender shall not have any liability to the CompanyBorrower, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company Borrower understands and confirms that the Purchaser Lender shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the CompanyBorrower.
Appears in 1 contract
Samples: Securities Purchase Agreement (Amarantus Bioscience Holdings, Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Initial Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the “Initial Press Release”) and (b) issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserInitial Press Release, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Investor as of such time by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall, on or before 9:00 a.m. (New York City time) on the Trading Day immediately following each Additional Closing Notice Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing that the Company has elected to deliver an Additional Closing Notice to the Investor (an “Additional Press Release”). From and after the issuance of an Additional Press Release, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, employeesdirectors, stockholders employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, 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, affiliates, employees or agents, for on the one hand, and the Investor or any such disclosureof its affiliates, on the other hand, shall terminate. The Company understands shall not, and confirms the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Purchaser Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall be relying not have any duty of confidentiality with respect to, or a duty not to trade on the foregoing covenants basis of, such material, non-public information. The Company shall afford the Investor and obligations in effecting transactions in securities its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Virtus Oil & Gas Corp.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the “Press Release”) and (b) issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserPress Release, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Investor as of such time by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, 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 filing of the 8-K Filing, 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, employeesdirectors, stockholders affiliates, employees or agents, for on the one hand, and the Investor or any such disclosureof its affiliates, on the other hand, shall terminate. The Company understands shall not, and confirms the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Purchaser Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall be relying not have any duty of confidentiality with respect to, or a duty not to trade on the foregoing covenants basis of, such material, non-public information. The Company shall afford the Investor and obligations in effecting transactions in securities its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 1 contract
Samples: Securities Purchase Agreement (U.S. Stem Cell, Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the “Press Release”) and (b) issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserPress Release, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Investor as of such time by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, 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 filing of the 8-K Filing, 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, employeesdirectors, stockholders affiliates, employees or agents, for on the one hand, and the Investor or any such disclosureof its affiliates, on the other hand, shall terminate. The Company understands shall not, and confirms the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Purchaser Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall be relying not have any duty of confidentiality with respect to, or a duty not to trade on the foregoing covenants basis of, such material, non-public information. The Company shall afford the Investor and obligations in effecting transactions in securities its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the CompanyCompany relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Virtus Oil & Gas Corp.)
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the transactions Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required to be included by applicable Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchaser with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance filing of the Current Report. (ii) Other than provision Super 8-K, no Purchaser shall be in possession of the Transaction Documents to the Purchaserany material, non-public information received from the Company confirms that neither it nor or any of its respective officers, directors, employees or agents or any other person acting on its behalf shall provide in connection with the Purchaser or their agents or counsel with any information Offering that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company not disclosed in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, nonSuper 8-public information, K unless the Purchaser shall have executed a written agreement with the right to make a public disclosure, in Company regarding the form of a press release, public advertisement or otherwise, confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 10(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure (x) is made to the Purchaser Parties in connection with the transactions contemplated hereby or (y) is required by applicable Law. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information without the prior approval by the Company; provided about a company from purchasing or selling any securities of such Purchaser shall have first provided notice company while in possession of such information. The provisions of this Section 10(i) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company that they believe they have received information that constitutes material, non-public information, and the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Samples: Subscription Agreement (Compass Therapeutics, Inc.)
Securities Law Disclosure; Publicity. The Company shall, by 9:00 a.m. (iNew York City time) Within on the time required by Trading Day immediately following the Exchange ActClosing Date, the Company shall issue a Current Report on Form 86-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such form of this Agreement as an exhibit thereto (the “Current Report as exhibits theretoReport”). From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf the Company shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute have publicly disclosed all material, non-public information, unless a simultaneous public announcement thereof is made by information delivered to the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant Investor by the Company or any person of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. In addition, effective upon the filing of the Current Report, 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, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Purchaser)Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public informationWarrant, the Purchaser Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser the Investor shall have first provided notice to the Company that they believe they have it believes it has received information that constitutes material, non-public information, the Company shall have 48 at least 24 hours to publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public informationInvestor, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders shareholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser Investor shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement, the Warrant or the transactions contemplated hereby or thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Parnell Pharmaceuticals Holdings LTD)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of No public release or announcement concerning the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor hereby or by any other person acting on its behalf Transaction Document shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant be issued by the Company or any person acting on its behalf (as determined in Purchaser without the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities prior written consent of the Company at (in the case of a release or announcement by Purchaser) or Purchaser (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld, conditioned or delayed), except for any such release or announcement as may be required by law or the applicable rules or regulations of any securities exchange or securities market, in which case the Company or Purchaser, as the case may be, shall allow Purchaser or the Company, as applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. The provisions of this Section 4.15 shall not restrict the ability of the Company to summarize or describe the transactions contemplated by this Agreement in any prospectus or similar offering document so long as Purchaser is provided a reasonable opportunity to review and comment on such disclosure in advance of materialthe filing or other public dissemination of any such document. Notwithstanding anything herein to the contrary, non-public informationfrom and after the Closing, the parties acknowledge and agree that Purchaser and its Affiliates may provide general information about the subject matter of this Agreement in connection with Purchaser’s or its Affiliates’ and affiliated investment funds’ normal fund raising, marketing, informational or reporting and communication activities; provided that Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, not provide any material non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to regarding the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly pursuant to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companythis sentence.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cyalume Technologies Holdings, Inc.)
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by second Trading Day after the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Purchasers, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and Xxxxx Xxxxxxx as Purchasers’ counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall give due consideration to all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall have first provided notice to reasonably object, unless required by law. For the Company that they believe they have received information that constitutes material, non-public informationavoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to 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 materialPurchaser, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Documents with the Commission and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any in which case the Company shall provide the Purchasers with prior notice of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companydisclosure permitted under this clause (b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Fathom Holdings Inc.)
Securities Law Disclosure; Publicity. (i) Within the time required by the Exchange Act, the The Company shall issue by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K (the “Current Report”) with the Commission disclosing all the material terms of the transactions contemplated hereby, and including forms of the Transaction Documents required to be included in such Current Report as exhibits thereto, within the time required by the 1934 Act. From and after the issuance filing of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms represents to each of the Buyers that neither it nor any other person acting on its behalf the Company shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute have publicly disclosed all material, non-public information, unless a simultaneous public announcement thereof is made information provided to any of the Buyers as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the manner transactions contemplated by Regulation FDthe Transaction Documents. In addition, effective upon the filing of the Current Report, 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, affiliates, employees or agents, on the one hand, and each of the Buyers or any of their respective affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of (x) any breach of any covenant or agreements contained herein or in any other Transaction Document (to the extent the existence of such breach constitutes material non-public information) or (y) a breach of any of the foregoing covenant covenants in this Section 4.4, in either case, by the Company Company, any of its Subsidiaries, or any person acting on of its behalf or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of the Purchasersuch Buyer), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of such Buyer may deliver written notice to the Company requesting that the Company make a public disclosure with respect thereto. If the Company fails to make such public disclosure, at any time after the time of second (2nd) Trading Day immediately following the disclosure of materialdate such Buyer delivered such notice to the Company, non-public information, the Purchaser such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information information, as applicable, without the prior approval by the Company; provided such Purchaser , any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, officers, employees, stockholders or agents, for any such disclosure. The Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company understands shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Current Report and confirms contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each of the Lead Buyers shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the Purchaser contrary would otherwise be true, the Company expressly acknowledges and agrees that other than with respect to the transactions contemplated by the Transaction Documents, no Buyer has had, and no Buyer shall be relying have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the foregoing covenants basis of, any material, non-public information regarding the Company or any of its Subsidiaries (it being understood and obligations in effecting transactions in agreed that any offer, sale, assignment, transfer or other disposition of any Securities by any Person is subject to applicable securities of the Companylaws).
Appears in 1 contract
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the transactions Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required to be included by applicable Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchaser with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance filing of the Current Report. (ii) Other than provision Super 8-K, no Purchaser shall be in possession of the Transaction Documents to the Purchaserany material, non-public information received from the Company confirms that neither it nor or any of its respective officers, directors, employees or agents or any other person acting on its behalf shall provide in connection with the Purchaser or their agents or counsel with any information Offering that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company not disclosed in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, nonSuper 8-public information, K unless the Purchaser shall have executed a written agreement with the right to make a public disclosure, in Company regarding the form of a press release, public advertisement or otherwise, confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure (x) is made to the Purchaser Parties in connection with the transactions contemplated hereby or (y) is required by applicable Law. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information without the prior approval by the Company; provided about a company from purchasing or selling any securities of such Purchaser shall have first provided notice company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company that they believe they have received information that constitutes material, non-public information, and the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Securities Law Disclosure; Publicity. No later than 9:30 am (iEastern Time) Within on the time required by third Business Day after the Exchange Actdate hereof and after the Closing Date, the Company shall issue a Current Report on Form 8-K (the each, a “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including shall file, within the Transaction Documents time required by the Exchange Act of 1934, as amended, and the rules promulgated thereunder, any documents required either (i) to be included in such Current Report as exhibits theretothereto or (ii) to be filed with the Company’s subsequent periodic report. From and after The Company represents to the Noteholders that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor shall have publicly disclosed all material, non-public information known by the Company delivered to the Noteholders, if any, as of such time by the Company or any other person acting on of its behalf authorized representatives, which shall include its authorized officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. The Company shall afford each Noteholder and its counsel with a reasonable opportunity to review and comment upon such Current Reports, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Noteholder shall reasonably object, unless required by, or in order to comply with, applicable law, legislation, rule, regulation or governmental (including Securities and Exchange Commission disclosure requirements), judicial, administrative, regulatory or self-regulatory (including any stock exchange) body or process. The Company shall not publicly disclose the name of any Noteholder without the prior written consent of such Noteholder, except to the extent such disclosure is required by, or in order to comply with, applicable law, legislation, rule, regulation or governmental (including Securities and Exchange Commission disclosure requirements), judicial, administrative, regulatory or self-regulatory (including any stock exchange) body or process, in which case the Company shall provide the Purchaser Noteholders with prior notice of such disclosure permitted under this provision. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, which shall be disclosed by a Current Report filed pursuant to this provision, the Noteholders or their agents agent or counsel with do not desire to receive any information that constitutes constitutes, or might constitute materialthat the Company reasonably believes constitutes, material non-public information, unless a simultaneous public announcement thereof is made by prior thereto such Noteholder shall have consented to the receipt of such information and agreed with the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why keep such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companyconfidential.
Appears in 1 contract
Samples: Note Purchase Agreement (Resolute Forest Products Inc.)
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the transactions Share Exchange but in no event more than four (4) Business Days following the closing date of the Share Exchange. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required to be included by applicable Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchaser with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance filing of the Current Report. (ii) Other than provision Super 8-K, no Purchaser shall be in possession of the Transaction Documents to the Purchaserany material, non-public information received from the Company confirms that neither it nor or any of its respective officers, directors, employees or agents or any other person acting on its behalf shall provide in connection with the Purchaser or their agents or counsel with any information Offering that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company not disclosed in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, nonSuper 8-public information, K unless the Purchaser shall have executed a written agreement with the right to make a public disclosure, in Company regarding the form of a press release, public advertisement or otherwise, confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure (x) is made to the Purchaser Parties in connection with the transactions contemplated hereby or (y) is required by applicable Law. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information without the prior approval by the Company; provided about a company from purchasing or selling any securities of such Purchaser shall have first provided notice company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company that they believe they have received information that constitutes material, non-public information, and the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
Securities Law Disclosure; Publicity. The Company shall, by 8:00 a.m. (iChicago time) Within on or before the time required by fourth (4th) business day immediately following the Exchange ActEffective Date, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such form of this Agreement as an exhibit thereto (the “Current Report as exhibits theretoReport”). From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms represents to the Investor that neither it nor any other person acting on its behalf the Company shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute have publicly disclosed all material, non-public information, unless a simultaneous public announcement thereof is made by information delivered to the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant Investor by the Company or any person of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. In addition, effective upon the filing of the Current Report, 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, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the Effective Date without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company or any Person acting on its behalf delivers any material, non-public information to the Investor (as determined in the reasonable good faith judgment of the Purchaser)Investor) without the Investor’s consent, (i) the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, and (ii) in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public informationNote or Warrant, the Purchaser Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser the Investor shall have first provided notice to the Company that they believe they have it believes it has received information that constitutes material, non-public information, the Company shall have 48 at least 24 hours to publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public informationInvestor, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of this Agreement or the transactions contemplated hereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not have any liability to the Companyissue, any of its Subsidiaries, file or any of their respective directors, officers, employees, stockholders or agents, for publicly disclose any such disclosureinformation to which the Investor shall object. The For the avoidance of doubt, the Company understands and confirms that shall not be required to submit for review any such disclosure contained in periodic reports filed with the Purchaser Commission under the Exchange Act if it shall be relying on have previously provided the foregoing covenants and obligations same disclosure for review in effecting transactions in securities of the Companyconnection with a previous filing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Quantum Materials Corp.)
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by second Trading Day after the Exchange Actdate hereof and after each closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Purchasers, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and its counsel with a reasonable opportunity to review and comment upon, shall consult with each Purchaser and its counsel on the form and substance of, and shall give due consideration to all such comments from each Purchaser and its counsel on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall have first provided notice to reasonably object, unless required by law. For the Company that they believe they have received information that constitutes material, non-public informationavoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to 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 materialPurchaser, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Documents with the Commission and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any in which case the Company shall provide the Purchasers with prior notice of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companydisclosure permitted under this clause (b).
Appears in 1 contract
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a Current Report on Form press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file the Super 8-K (the “Current Report”) disclosing and including as exhibits to such Super 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable following the closing date of the transactions Merger but in no event more than four (4) Business Days following the closing date of the Merger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents with the SEC or (ii) to the extent such disclosure is required to be included by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the PurchaserPress Release, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the no Purchaser shall have the right to make a public disclosure, be in the form possession of a press release, public advertisement or otherwise, of such any material, non-public information without received from the prior approval by Company or any of its respective officers, directors, employees or agents that is not disclosed in the Company; provided such Press Release unless a Purchaser shall have first provided notice to executed a written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company that they believe they have received information that constitutes materialas described in this Section 9, non-public information, such Purchaser will maintain the Company shall have 48 hours publicly confidentiality of all disclosures made to disclose it in connection with such material, non-public information prior to any transactions (including the existence and terms of such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companytransactions).
Appears in 1 contract
Securities Law Disclosure; Publicity. (i) Within No later than 9:30 am (EDT) on the time required by fourth Trading Day after the Exchange Actdate hereof, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after The Company represents to the Purchasers that, as of the issuance of the first such Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such publicly disclosed all material, non-public information without delivered to the prior approval Purchasers, if any, as of such time by the Company; provided , or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Documents. The Company shall afford each Purchaser and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP (“Xxxxxx”) as Purchasers’ counsel with a reasonable opportunity to review and comment upon, shall consult with them on the form and substance of, and shall give due consideration to all such comments from them on, any press release, SEC filing or any other public disclosure made by or on behalf of the Company relating to such Purchaser, the Documents and/or the transactions contemplated by any Document, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which any Purchaser shall have first provided notice to reasonably object, unless required by law. For the Company that they believe they have received information that constitutes material, non-public informationavoidance of doubt, the Company shall have 48 hours publicly not be required to disclose such material, non-public information prior to submit for review any such disclosure by the Purchaser or demonstrate to the Purchaser contained in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree periodic reports filed with the Company’s determination) SEC under the Exchange Act if it shall have previously provided the same or substantially the same disclosure for review in connection with a previous filing. Notwithstanding the foregoing, the Company shall have failed to 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 materialPurchaser, non-public information within such time period. The Purchaser shall not have any liability except: (a) as required by federal securities law in connection with the filing of final Documents with the Commission and (b) to the Companyextent such disclosure is required by law or Trading Market regulations, any in which case the Company shall provide the Purchasers with prior notice of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Companydisclosure permitted under this clause (b).
Appears in 1 contract
Samples: Securities Purchase Agreement (Elicio Therapeutics, Inc.)
Securities Law Disclosure; Publicity. (i) Within By 9:00 a.m., New York City time, on the time required by trading day immediately following the Exchange ActInitial Closing, the Company shall issue a press release (the “Press Release”) disclosing all material terms of the Offering. The Company will also file a Current Report on Form 8-K (the “Current Report”) disclosing and including as exhibits to such 8-K, the material terms Transaction Documents (including, without limitation, this Agreement and the Registration Rights Agreement)) as soon as practicable, but in no event more than four (4) Business Days following the Closing DAte. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the transactions Purchaser or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration statement contemplated hereby, by the Registration Rights Agreement and including (B) the filing of final Transaction Documents required with the SEC, (ii) in connection with a request by FINRA relating to the Form 211 to be included filed by a market maker on the Company’s behalf, or (iii) to the extent such disclosure is required by applicable Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations, in which case the Company shall to the extent legally permissible provide the Purchaser with prior written notice of such Current Report as exhibits theretodisclosure permitted under this sub-clause (ii). From and after the issuance filing of the Current Report. (ii) Other than provision 8-K, no Purchaser shall be in possession of the Transaction Documents to the Purchaserany material, non-public information received from the Company confirms that neither it nor or any of its respective officers, directors, employees or agents or any other person acting on its behalf shall provide in connection with the Purchaser or their agents or counsel with any information Offering that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company not disclosed in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non8-public information, K unless the Purchaser shall have executed a written agreement with the right to make a public disclosure, in Company regarding the form of a press release, public advertisement or otherwise, confidentiality and use of such information or is otherwise subject to confidentiality restrictions. The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 9(i), the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the existence and terms of such transactions), except to the extent such disclosure is required by applicable Law and then only after providing the Company with advance notice of such disclosure to the extent legally permissible so that the Company may seek a protective order to prevent such disclosure. In addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons who have material, non-public information without the prior approval by the Company; provided about a company from purchasing or selling any securities of such Purchaser shall have first provided notice company while in possession of such information. The provisions of this Section 9(i) are in addition to and not in replacement of any other confidentiality agreement, if any, between the Company that they believe they have received information that constitutes material, non-public information, and the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.
Appears in 1 contract
