Current Report on Form 8-K Sample Clauses
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Current Report on Form 8-K. The Company shall prepare and file with the SEC a Current Report on Form 8-K, within the filing deadlines of the instructions of such form, which shall contain all information required by Form 8-K in respect of this Agreement. The Purchaser and its counsel shall have the right to review, comment on and approve the contents of such Form 8-K. The Company agrees that the information contained in the Form 8-K shall be true and correct in all material respects without any omission of any material fact which is required to make such information not false or misleading.
Current Report on Form 8-K. The Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than four business days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Current Report shall contain the Company’s Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for in Section 2(b) hereof, the Company shall promptly, but not later than four business days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option Units and its receipt of the proceeds therefrom, unless the receipt of such proceeds are reflected in the Current Report on Form 8-K referenced in the immediately prior sentence.
Current Report on Form 8-K. The Company has retained its registered independent public accounting firm to audit the balance sheet of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering and the sale of the Sponsors’ Warrants. Promptly following the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission containing the Company’s Audited Balance Sheet ( the “Closing Form 8-K”). If the Over-Allotment Option is exercised in full or in part following the filing of the Closing Form 8-K, promptly following the relevant Settlement Date, the Company shall file an additional Current Report on Form 8-K, or an amended Closing Form 8-K, containing updated financial information as of such Settlement Date reflecting the receipt by the Company of the proceeds from the sale of the Option Securities. The Company will also include in such Form 8-K or amended Closing Form 8-K, or in a subsequent Current Report on Form 8-K, information indicating whether the Underwriters have allowed separate trading of the Common Stock and the Warrants prior to the 35th day after the date of the Prospectus and will issue a press release announcing when such separate trading will begin.
Current Report on Form 8-K. The Company shall timely file a Current Report on Form 8-K regarding this Agreement and the sale of the Stock.
Current Report on Form 8-K. Following the Closing, the Company shall timely file and the Purchaser shall cause the Company to timely file a Current Report on Form 8-K with the SEC, disclosing the acquisition of the Shares by the Purchaser, the change of control of the Company, all changes to the board of directors and officers of the Company and all such additional disclosure as is required on such report pursuant to the SEC’s rules and regulations.
Current Report on Form 8-K. The Company shall timely file with the SEC a Current Report on Form 8-K containing all required disclosure under the applicable Item(s) of Form 8-K. Execution Copy
Current Report on Form 8-K. (a) Upon request of Parent, Company will provide to Parent all financial statements, business descriptions, risk factors, compensation data, ownership data and other information of Company reasonably required for any SEC filing to be filed by Parent or which needs to be incorporated in any existing Parent registration statement or other SEC filings to make the information therein complete, including, without limitation, pro forma financial statements that give effect to the transaction contemplated by this Agreement and a full description of the business of Company. Such financial statements have been prepared in accordance with GAAP, so that such financial statements meet the requirements for filing by Parent with the SEC as required by the SEC’s Current Report on Form 8-K and for incorporation into any Form S-3 or other registration statement on file or to be filed by Parent.
(b) Upon request of Parent, Company will provide Parent with a representation that the information provided by it for inclusion and/or incorporation into the Form 8-K is true and accurate in all material respects and that there is no material fact or matter which has not been disclosed in the disclosure document which renders such information untrue or misleading in any material respect.
(c) Prior to the Closing, in addition to its covenants and obligations under Section 6.5 below, Company shall cooperate with Parent in providing to Parent such financial statements, financial data and accountants’ reports as Parent shall reasonably request with respect to any filing that Parent shall make or be required to make under the Securities Act or the Exchange Act. Not in limitation of the foregoing, Company shall deliver to Parent the following financial information (the “Supplemental Financial Information”): (i) promptly after each fiscal quarter ending after the date hereof and prior to Closing, the unaudited balance sheet of Company as of the end of such quarter and the unaudited statements of income, stockholders’ equity and cash flows of Company for such quarter and for the portion of the fiscal year then ended prepared in substantial accordance with GAAP, and (ii) promptly upon the reasonable request by Parent, such additional financial information as may be required in connection with any filing by Parent pursuant to the requirements of federal or state securities laws. Such Supplemental Financial Information shall present fairly, in all material respects, the financial position of C...
Current Report on Form 8-K. Item 1.02 Termination of a Material Definitive Agreement.
Current Report on Form 8-K. (i) The Company shall, by 9:00 a.m. (New York City time) on the second Trading Day immediately following the date hereof, file with the SEC a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto. From and after the issuance of such Current Report on Form 8-K, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and the Holder shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Holder shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of the Holder, or without the prior consent of the Holder, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Holder, or include the name of the Holder in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of the Holder, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted under this clause (b).
(ii) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 7.3(i), and any notice required to be made pursuant to Sections 7.19 and 7.22 hereof or any Transaction Document, to which notices the Holder hereby consents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide the Holder or its agents or counsel with any information that constitutes, or that the Company reasonably believes constitutes, material non-public information, unless prior...
Current Report on Form 8-K. A Current Report on Form 8-K (the “Form 8-K”), which discloses the consummation of the Merger and includes all information required to be reported with a respect to a merger transaction with a public “shell company” including, without limitation, the information required pursuant to Item 2.01(f) — Completion of Acquisition or Disposition of Assets and Item 5.06 — Change in Company Status — shall be (a) prepared by the Acquiror and furnished to the Company and its legal counsel no later than five Business Days prior to the Closing Date, during which time the Company and its counsel shall have the opportunity to review and comment thereon, and any comments reasonably requested by the Company and its counsel shall be included in such Form 8-K, and (b) filed with the SEC within four Business Days after the Closing Date; provided, that if any disclosure required by Item 2.01(f) is “previously reported,” as that term is defined in Rule 12b-2 under the Exchange Act, the Acquiror may, in its discretion, identify the filing in which that disclosure is included instead of including it in the Form 8-K, as permitted by Item 2.01(f). The Company shall work together with the Acquiror so that the Form 8-K can be prepared as promptly as practicable and shall provide the Acquiror whatever information is necessary to accurately complete the Form 8-K in a timely manner, which shall include, without limitation, preparing and delivering to the Acquiror for inclusion in the Form 8-K the financial statements required to be included in the Form 8-K by the applicable rules and regulations of the SEC and the PCAOB (the “Form 8-K Financial Statements”).