Common use of Securities Laws Disclosure Clause in Contracts

Securities Laws Disclosure. The Company shall, by 9:30 a.m. (New York City time) on the first Trading Day following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby (the “Pricing Press Release”). From and after the issuance of the Pricing Press Release, the Purchasers will not be in possession of any material, non-public information received from the Company or any of their respective officers, directors, employees or agents that is not disclosed in the Pricing Press Release. In addition, effective upon the issuance of the Pricing Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. Other than the Pricing Press Release, the Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such other press release nor otherwise make any other such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law or by rule or regulation of the Commission. 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).

Securities Laws Disclosure. The Company shall, by 9:30 9:00 a.m. (New York City time) on or before the first (1st) Trading Day immediately following the date hereofClosing Date, issue a press release disclosing the material terms of the transactions contemplated hereby hereby, and on or before the second (2nd) Trading Day immediately following the “Pricing Press Release”)Closing Date shall file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto within the time period required by the Exchange Act. From and after the issuance of the Pricing Press Releasesuch press release and Form 8-K, the Company represents to the Purchasers will not be in possession of any that it shall have publicly disclosed all material, non-public information received from delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in connection with the Pricing Press Releasetransactions contemplated by the Transaction Documents. In addition, effective upon the issuance of the Pricing Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. Other than the Pricing Press Release, the The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such other press release nor otherwise make any other such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or by rule or regulation of the Commissioncommunication. 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 marketTrading Market unless the name of such Purchaser is already included in the body of the Transaction Documents, without the prior written consent of such Purchaser, except 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 Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

Securities Laws Disclosure. The Company shall, shall (a) by 9:30 a.m. (New York City time) on the first Trading Day following the date hereofDisclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby hereby, and (b) file a Current Report on Form 8-K, including the “Pricing Press Release”)Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of the Pricing Press Releasesuch press release, the Purchasers will not be in possession of any Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information received from delivered to the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in connection with the Pricing Press Releasetransactions contemplated by the Transaction Documents. In addition, effective upon the issuance of the Pricing Press Releasesuch press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers Purchaser or any of their Affiliates on the other hand, shall terminate. Other than the Pricing Press Release, the The Company and each the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any the Purchaser shall issue any such other press release nor otherwise make any other such public statement without the prior consent of the Company, with respect to any press release of any the Purchaser, or without the prior consent of each the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or by rule or regulation of the Commissioncommunication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Purchaser, or include the name of any the Purchaser in any filing with the Commission or any regulatory agency or trading marketTrading Market, without the prior written consent of such the Purchaser, except (ai) as required by federal securities law in connection with (A) any registration statement contemplated by the Amended and Restated Registration Rights Agreement, and (B) the filing of final Transaction Documents with the Commission and (bii) to the extent such disclosure is required by law or trading market Trading Market regulations, in which case the Company shall provide the Purchasers Purchaser with prior notice of such disclosure permitted under this clause (bii).

Securities Laws Disclosure. The Company shall, shall (a) by 9:30 a.m. (New York City time) on the first Trading Day following the date hereofDisclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby hereby, and (b) file a Current Report on Form 8-K, including the “Pricing Press Release”)Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of the Pricing Press Releasesuch press release, the Company represents to the Purchasers will not be in possession of any that it shall have publicly disclosed all material, non-public information received from delivered to any Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in connection with the Pricing Press Releasetransactions contemplated by the Transaction Documents. In addition, effective upon the issuance of the Pricing Press Releasesuch press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. Other than the Pricing Press Release, the The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such other press release nor otherwise make any other such public statement without the prior consent of the Company, with respect to any press release of any a Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or by rule or regulation of the Commissioncommunication. 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 marketTrading Market, without the prior written consent of such Purchaser, except (ai) 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 Commission and (bii) to the extent such disclosure is required by law or trading market Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (bii).