8-K Filing. On or before 8:30 a.m., New York Time, by the second (2nd) Business Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Forbearance Agreements in the form required by the Securities Exchange Act of 1934, as amended, and attaching this Amendment (the “ 8-K Filing”). From and after the filing with the SEC of the 8-K Filing, the Company shall have disclosed any material nonpublic information delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filing with the SEC without the express written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 Investor, neither the Company nor any of its Subsidiaries shall disclose the name of the Investor in any filing, announcement, release or otherwise.
8-K Filing. On or before the fourth Business Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Documents in the form required by the Exchange Act and attaching the material Documents (including, without limitation, this Agreement and the Debenture) as exhibits to such filing (the “8-K Filing”). In the event that the Company does not file the 8-K Filing within four Business Days following the date hereof, the Discount Multiplier (as defined in the Debenture) under the Debenture shall decrease by one percentage point (1%) for each period of five Business Days that the 8-K Filing is not filed by the Company following the date hereof for all conversions of the Debenture thereafter.
8-K Filing. On or before 8:30 a.m., New York City time, on August 16, 2012, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Amendment and all Additional Amendments entered into by the other holders of Warrants (as defined in the Securities Purchase Agreement) in the form required by the Exchange Act and attaching a form of this Amendment (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, the undersigned shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the undersigned with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the undersigned.
8-K Filing. The parties agree that the Company shall file a Form 8-K with the Securities Exchange Commission with respect to my termination of employment that will include the excerpted sections related to my termination of employment substantially in the form attached as Exhibit F.
8-K Filing. The parties agree that First Financial shall file a Form 8-K with the Securities Exchange Commission that includes this Agreement as an attachment. {SIGNATURE PAGES TO FOLLOW} I, Xxxxx X. Xxxxxxx-Milienu, hereby expressly state that if I decide to execute this Agreement prior to the expiration of the twenty-one (21) day Review Period, it has been done on a knowing and voluntary basis, and has not been induced by the Bank or any of the Released Parties, or their respective attorneys, representatives or agents, through fraud, misrepresentation, a threat to withdraw or alter the offer, or by providing different terms to me for signing the Agreement prior to the expiration of the Review Period. I hereby affirm that I have read and fully understand the Agreement above before signing below.
8-K Filing. The Borrower shall file a Form 8-K under the Exchange Act in connection with the Acquisition within 15 days following the Closing Date and shall file financial statements for the Acquired Business as exhibits to such Form 8-K or by amendment within 15 days following the Closing Date, which financial statements shall comply with the requirements of Regulation S-X (including Rule 3.05 thereof).
8-K Filing. On or before 8:30 a.m., New York City time, on the first (1st) Business Day following the Effective Date of this Agreement, the Company shall file a Current Report on Form 8-K (the “8-K Filing”) describing the terms of this Agreement and attaching a copy of the form of this Agreement. As of immediately following the 8-K Filing, the Company hereby covenants and agrees that the Buyer shall not be in possession of any material, nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the 8-K Filing or in prior filings with the SEC.
8-K Filing. At least five days prior to Closing, Paramount shall prepare a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the Company’s financial statements and such other information that may be required to be disclosed with respect to the Agreement in any report or form to be filed with the SEC (the “Item 2.01 Form 8-K”), which shall be in a form reasonably acceptable to the Sellers and in a format acceptable for XXXXX filing. Prior to Closing, Paramount, the Company and the Sellers shall prepare the press release announcing the Closing (“Press Release”). Simultaneously with the Closing, Paramount shall file the Item 2.01 Form 8-K with the SEC and distribute the Press Release.
8-K Filing. As soon as practicable following the execution of this Agreement, but in no event later than 8:30 a.m., eastern time, on the day following the execution of this Agreement, the Company shall issue and publicly disseminate a press release (in a form mutually agreed by the Company and the Purchasers), and file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by this Agreement and attaching this Agreement and the Voting Commitment Letter as exhibits to such filing.
8-K Filing. Issuer Parties shall timely file any necessary Form 8-k with the Securities and Exchange Commission relating to the transactions contemplated by the Investment Documents and the Stock Purchase Agreement.
