Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 4 contracts
Samples: Amendment and Exchange Agreement (Earth Biofuels Inc), Amendment and Exchange Agreement (Earth Biofuels Inc), Amendment and Exchange Agreement (Earth Biofuels Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first second Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Notes, the form of ReleaseWarrant, the form of the Amended and Restated Primary Notes Voting Agreement and the form of Series B Notesthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8“6-K Filing"”). From and after the filing of the 86-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-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 Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express prior written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company or any of its Subsidiaries or any of their respective officers, directors, employees and agents, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Nothing in the foregoing sentence is intended or shall not be construed to permit any Buyer to make a public disclosure of material, nonpublic information of which Buyer becomes aware through no fault of the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents or to permit any Buyer to disclose material nonpublic information intentionally received by such Buyer in accordance with the terms of Section 4(n)(iii) hereof other than as provided in Section 4(n)(iii). No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosuredisclosure provided such disclosure does not contain materially false or misleading information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-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 each Buyer 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 Investorany applicable Buyer, unless required by applicable law or regulations, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (eFuture Information Technology Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first third Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of Certificate of Designations, the form of Release, Warrant and the form of the Amended and Restated Primary Notes and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 written consent of the Investor such Buyer or as may be required under the terms of the Transaction Documents. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries directly from the Company, any of its Subsidiaries, any of their affiliates, officers, directors or any other Person acting on their behalf, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteCertificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cano Petroleum, Inc), Securities Purchase Agreement (Cano Petroleum, Inc)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on within the first fourth Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, (A) issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing issuance of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. 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 any Buyer 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 Press Release without the express written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of the respective officers, directors, or agents, other than as required in writing by such Buyer, it shall may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) the Investor each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation law or the Principal Marketregulation.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Orient Paper Inc.), Securities Purchase Agreement (Orient Paper Inc.)
Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K (the “8-K Filing”) on or before 8:30 9:00 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreementhereof, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act Act, relating to the transactions contemplated by this Agreement and the Other Agreements and attaching the material Transaction Documents not previously filed a form of this Agreement (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement)such agreement, the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notesif any) (including all attachments, the "8-K Filing")as an exhibit to such filing. From and after the filing of the 8-K Filing with the SEC, the Investor Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, Affiliates (as defined in the Preferred Shares), employees or agents, that is not disclosed in the 8-K Filing. 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, on the one hand, and the Holder or any of its Affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, Affiliates, employees and agents, not to, provide the Investor Holder 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 date hereof without the express prior written consent of the Investor or as may be required under Holder. To the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by extent that the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, Affiliates, employees and agentsor agents delivers any material, in addition non-public information to any other remedy provided herein or in the Transaction DocumentsHolder without the Holder's consent, the Investor Company hereby covenants and agrees that the Holder's shall not have the right any duty of confidentiality to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, Affiliates, employees or agents. The Investor shall not have any liability agents with respect to, or a duty to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employeesAffiliates, stockholders employees or agents for any not to trade on the basis of, such disclosurematerial, non-public information. Subject to The Company understands and confirms that the foregoing, neither Holder will rely on the foregoing representations in effecting transactions in securities of 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 2 contracts
Samples: Exchange Agreement (Inventergy Global, Inc.), Series B Exchange Agreement (Inventergy Global, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreementhereof, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by any documents relating to the issuance of the Replacement Warrants in the form required by the 1934 Securities Exchange Act of 1934, as amended, and attaching the material Transaction Documents not previously filed transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B NotesReplacement Warrants) as exhibits to such filing (including all attachments, the "“8-K Filing"”, and the description and attachments, the “8-K Materials”). From and after the filing of the 8-K Filing with the SEC, the Investor Investors shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor with any material, 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureInvestor. Subject to the foregoing, neither the Company, its Subsidiaries Company 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, including the applicable rules and regulations of the Trading Market (as such term is defined in the Securities Purchase Agreement) (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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 2 contracts
Samples: Amendment Agreement (Arotech Corp), Amendment Agreement (Arotech Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after (and each Buyer shall be consulted by the date of this Agreement, Company in connection with such press release prior to its release) and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) the Registration Rights Agreement as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, no Buyer (other than any Buyer whose representative is involved in the Investor management of, or is on the Board of Directors of, the Company) shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereofBuyer. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (I Many Inc), Securities Purchase Agreement (I Many Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Notes, the form of ReleaseWarrant, the form of the Amended and Restated Primary Notes Security Documents and the form of Series B Notesthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement, unless as contemplated pursuant to the Registration Rights Agreement, except to the extent such disclosure is required by law, regulation or the Principal Market.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Us Dataworks Inc), Securities Purchase Agreement (Us Dataworks Inc)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file publicly issue a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachments, the "8-K Filing")hereby. From and after the filing issuance of the Form 8-K Filing with the SECK, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Form 8-K FilingK. In addition, effective upon the issuance of the Form 8-K, 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 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 filing of the 8-K Filing with the SEC date hereof without the express written consent of the Investor or as may be required under Investor. To the terms of extent that the Transaction Documents. If Company delivers any material, non-public information to the Investor haswithout the Investor’s consent, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide hereby covenants and agrees that the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiariesduty of confidentiality with respect to, or any of its or their respective officersa duty not to trade on the basis of, directorssuch material, employees, stockholders or agents for any such disclosurenon-public information. 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 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 or affiliates shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by lawlaw or regulation, regulation or except this initial Form 8-K and any further disclosure in any Securities Act and Exchange Act filings covering the Principal Marketsame subject matter.
Appears in 1 contract
Samples: Warrant Repurchase Agreement (Delcath Systems, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement, the Company shall issue file a press release and, within four business days after the date of this Agreement, file and a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of each of the Notes, the form of ReleaseWarrant, the form of the Amended and Restated Primary Notes Registration Rights Agreement and the form of Series B NotesSecurity Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer, and no Buyer shall request, 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to request the Company to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer shall be consulted by the Company in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or the Principal Market, without the prior written consent of such Buyer, except (i) for disclosure thereof in the Investor8-K Filing or Registration Statement or (ii) as required by law or Principal Market regulations or any order of any court or other governmental agency, neither in which case the Company nor any shall provide such Buyer with prior notice of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketdisclosure.
Appears in 1 contract
Samples: Securities Purchase Agreement (Modtech Holdings Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after disclosing all of the date material terms of this Agreement, the Transaction Documents. The Company shall simultaneously file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Notes, the form of Release, Warrant and the form of the Amended and Restated Primary Notes and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and substantially contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor Capital Ventures International 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation regulations or the Principal MarketMarket and except to the extent that such names appear in this Agreement or the other Transaction Documents or any Registration Statement.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., 9:00 am EST New York City time, on the first Business Day following the date of this AgreementApril 7, 2011 (“Press Release Deadline”), the Company shall issue a press release and, (“Press Release “) and within four business days after the date of this Agreement, to file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to of this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes ) and the form of Series B NotesWarrants) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after As of immediately following the filing of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release or in prior filings with the SEC. 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 any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing Press Release with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any provided in breach of its Subsidiariesthe preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyCompany or any of its officers, its Subsidiariesdirectors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agents for deliver any material, non-public information to a Buyer without such disclosureBuyer's consent, the Company hereby covenants and agrees that such Buyer 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. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer 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 Investorany Buyer, 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 law, regulation or any Eligible Market on which the Company's securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany's securities are then listed or quoted.
Appears in 1 contract
Samples: Securities Purchase Agreement (Adeona Pharmaceuticals, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Exchanged Amended and Restated Primary Notes, the form of the Exchanged 2008 Notes and the form of Series B Notes) the Exchanged Warrants as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor 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 written consent of the Investor or as may be required under the terms of the Transaction DocumentsInvestor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteExchanged Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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, and except as contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Stinger Systems, Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this AgreementClosing Date, the Company Holdings shall issue file a press release and(the “Press Release”) describing the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., within four business days after New York time, the date of this Agreementsecond Business Day following the Closing Date, Holdings shall file a Current Report on Form 8-K describing the terms of the terms of the transactions contemplated by this Agreement the Transaction Documents, in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of each of the Notes, the form of ReleaseWarrant, the form of the Amended and Restated Primary Notes Registration Rights Agreement and the form of Series B NotesSecurity Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing issuance of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, Holdings, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, Holdings and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, shall not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company Company, Holdings or any of its their Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the CompanyHoldings, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the CompanyHoldings, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyHoldings, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Holdings, nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Holdings shall be entitled, without the prior approval of the Investorany Buyer, 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 holders of 66-2/3 of the outstanding principal amount of the Notes shall be consulted by the Company Holdings in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, Holdings shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Principal Market, without the prior written consent of such Buyer, except (i) for disclosure thereof in the Investor, neither the Company nor any of its Subsidiaries 8-K Filing or affiliates shall disclose the name of the Investor in any filing, announcement, release Registration Statement or otherwise, unless such disclosure is (ii) as required by law, regulation the regulations of the stock exchange or automatic quotation system upon which Holdings’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case Holdings shall provide such Buyer with prior notice of such disclosure and the Principal Marketopportunity to review and comment on such disclosure.
Appears in 1 contract
Samples: Joinder Agreement (Global Employment Holdings, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first fourth Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, this Agreement and the form of the Amended and Restated Primary Notes and the form Certificate of Series B NotesDesignations) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing earlier to occur of (i) the fourth Business Day following the consummation of the 8-K Filing with Acquisition and (ii) sixty (60) calendar days after the SECClosing Date (the “Disclosure Deadline”), the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or other public filings by the Company with the SEC prior to the Disclosure Deadline. 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 any Investor 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 written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Investor. If the an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. The Company and the Investors shall work together to adopt procedures designed to ensure that material non-public information is not disclosed to the Investors without its consent. Subject to the foregoing, neither the Company, its Subsidiaries nor the any 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 any Investor, to make any press release or other public disclosure with respect to such transactions (ix) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiy) as is required by applicable law and regulations (provided that in the case of clause (iy) the each 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 any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the such Investor in any filing, announcement, release or otherwise. Notwithstanding the foregoing, unless (I) in the event that the Equity Investor is deemed a director by deputization by virtue of the rights set forth in Section 4(t) of the Amended Securities Purchase Agreement, the restrictions set forth in this Section 7(a) shall not apply to the provision of information in the ordinary course to such disclosure is required director and the rights of the Equity Investor and its affiliates to disclose any material non-public information received by lawsuch director as set forth in this Section 7(a) shall not apply and (II) in the event any Investor receives material non-public information it solicited from any employee, regulation officer or director of the Principal MarketCompany or any of its Subsidiaries the rights of such Investor and its affiliates to disclose any material non-public information received by such director as set forth in this Section 7(a) shall not apply.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Ascendia Brands, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this AgreementClosing Date, the Company Holdings shall issue file a press release and(the “Press Release”) describing the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., within four business days after New York time, the date of this Agreementsecond Business Day following the Closing Date, Holdings shall file a Current Report on Form 8-K describing the terms of the terms of the transactions contemplated by this Agreement the Transaction Documents, in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security DocumentsCertificate of Designation, the form of ReleaseWarrant, the form of the Amended and Restated Primary Notes Registration Rights Agreement and the form of Series B NotesSecurity Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing issuance of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, Holdings, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, Holdings and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, shall not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company Company, Holdings or any of its their Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the CompanyHoldings, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the CompanyHoldings, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyHoldings, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Holdings, nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Holdings shall be entitled, without the prior approval of the Investorany Buyer, 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 holders of 66-2/3 of the outstanding Shares shall be consulted by the Company Holdings in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, Holdings shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Principal Market, without the prior written consent of such Buyer, except (i) for disclosure thereof in the Investor, neither the Company nor any of its Subsidiaries 8-K Filing or affiliates shall disclose the name of the Investor in any filing, announcement, release Registration Statement or otherwise, unless such disclosure is (ii) as required by law, regulation the regulations of the stock exchange or automatic quotation system upon which Holdings’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case Holdings shall provide such Buyer with prior notice of such disclosure and the Principal Marketopportunity to review and comment on such disclosure.
Appears in 1 contract
Samples: Joinder Agreement (Global Employment Holdings, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (PNG Ventures Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day trading day following the date hereof, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 5:00 p.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules Agreement) as exhibits to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) such filing (including all attachments, the "8-K FilingFILING"). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Subsidiary or any of its 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 Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing of the 8-K Filing with the SEC (x) without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information Buyer and (y) unless such Buyer shall have executed a customary and reasonable written agreement regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt confidentiality of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to demand that the Company make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.,
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form of Releasethe Notes, the form of the Amended and Restated Primary Notes Registration Rights Agreement and the form of Series B Notes) Lock-Up Agreement as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer 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. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (RADIENT PHARMACEUTICALS Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documentsform of the Registration Rights Agreement, the form of Release, the form of the Amended and Restated Primary Notes Lock-Up Agreement and the form of Series B Notes) Voting Agreement as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteWarrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer 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. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Marshall Edwards Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first Business fourth Trading Day following the date of this AgreementAgreement (the “8-K Filing Date”), the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and and, to the extent not included in prior SEC filings of the Company, attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules as exhibits to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) such filing (including all attachmentssuch exhibits, the "“8-K Filing"”). From and after the filing of Immediately following the 8-K Filing with the SECDate, the Investor Company acknowledges that no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or other public filings by the Company with the SEC. The From and after the 8-K Filing Date, the Company shall notshall, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toto provide each Buyer with all notices, provide consents, requests, reports, and other documents and information that are required or permitted to be so provided by the Investor with Transaction Documents to the extent such notices, consents, requests, reports or other documents or other information DO NOT constitute MNPI (defined below). To the extent that any materialnotice, nonpublic consent, request, report or other document or information regarding that is required or is permitted to be provided to Buyer under any Transaction Documents constitutes or contains material non-public information (such notice, consent, request, report or other document or other information constituting or containing material non-public information, “MNPI”) about the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or and/or any of its Subsidiaries, it shall provide then (notwithstanding any other provision in any Transaction Documents), the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officersas applicable, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 do one of the Investorfollowing (each, 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.an “Information Receipt Election”):
Appears in 1 contract
Samples: Securities Purchase Agreement (Ascendia Brands, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first (1st) Business Day following after the date of this Agreementhereof, the Company shall issue a press release and, within four business days after reasonably acceptable to the date of this Agreement, Investor and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form of Releasethe Waiver, the form of the Amended and Restated Primary Notes Note and the form of Series B Notes) Security Documents as exhibits to such filing (including all attachments), the "8-K 8‑K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing. 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 or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries Subsidiaries, if any, and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor 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 date hereof without the express prior written consent of the Investor or as may be required under the terms of the Transaction DocumentsInvestor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to the Investor without its consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or . The Company understands and confirms that the Principal MarketInvestor will rely on the foregoing representations in effecting transactions in the securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 The Company shall, by 9:00 a.m., New York City time, on the first next Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K with the SEC under the Exchange Act describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes ) and the form of Series B Notes) (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) regarding the Company, Company or any of its Subsidiaries delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC without the express prior written consent of the Investor or as (which may be required under the terms of the Transaction Documents. If the Investor has, granted or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined withheld in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationInvestor’s sole discretion). In the event of a breach of any of the foregoing covenant covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right right, subject to giving the Company at least one (1) Business Day’s prior written notice, to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. 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 herebyhereby without the prior written consent of the other parties hereto; 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 Other than with respect to the 8-K Filing, without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Investor has not had, and the Investor shall not have (unless such disclosure is required expressly agreed to by lawthe Investor in a written definitive and binding agreement executed by the Company and the Investor), regulation any duty of confidentiality with respect to, or a duty not to trade on the Principal Marketbasis of, any information regarding the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Form of Securities Purchase Agreement (Amyris, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first (1st) Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and, within four business days after reasonably acceptable to the date of this Agreement, Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form of Releasethe Note, the form of the Amended and Restated Primary Notes Warrant, the Registration Rights Agreement and the form of Series B Notes) Security Documents as exhibits to such filing (including all attachments), the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing. 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 or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries Subsidiaries, if any, and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor any Buyer 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 date hereof without the express prior written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or . The Company understands and confirms that the Principal MarketBuyers will rely on the foregoing representations in effecting transactions in the securities of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City timetime on June 24, on the first Business Day following the date of this Agreement2015, the Company shall issue a press release reasonably acceptable to the Required Investors and, within four business days after the date of this Agreementon or prior to 4:00 p.m., New York City time, on June 24, 2015, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form Form of Release, the form of the Amended and Restated Primary Notes Warrant and the form of Series B Notes) Registration Rights Agreement, as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the filing public release of the 8-K Filing with the SECPress Release, the no Major Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K FilingPress Release. In addition, effective upon the public release of the 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, affiliates, employees or agents, on the one hand, and any of the Major Investors or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the any Major Investor 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 date hereof without the express prior written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Major Investor. If the a Major Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the a Major Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The No Major Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders shareholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Major Investor without such Major Investor's consent, the Company hereby covenants and agrees that such Major Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the any Major 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 any 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 each Major Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the such Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aethlon Medical Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documentsform of the Registration Rights Agreement, the form of Release, the form of the Amended and Restated Primary Notes Lock-Up Agreement and the form of Series B Notes) Voting Agreement as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteWarrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer 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. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Marshall Edwards Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date execution of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Certificate of Designations, the form of Release, Warrant and the form of the Amended and Restated Primary Notes and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). The Company shall provide the Buyers with a reasonable opportunity to review the Form 8-K prior to the 8-K Filing. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer with any material, 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 written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it No Buyer shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer 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 Investorany Buyer, 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, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor each Buyer 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Artemis International Solutions Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K K, which the Agent shall have approved prior to its release and filing, describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Notes, the form of ReleaseWarrant, the form of the Amended and Restated Primary Notes Security Documents and the form of Series B Notesthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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) each Buyer and the Investor Agent 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filingfiling (other than as is required by applicable law and regulations), announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (DigitalFX International Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of ReleaseCertificate of Designations, the form of Warrant, the form of the Amended and Restated Primary Notes Registration Rights Agreement and the form of Series B NotesLock-Up Agreement) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after Upon the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 written consent of the Investor such Buyer or as may be required under the terms of the Transaction Documents. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteCertificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (China XD Plastics Co LTD)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Notes, the form of Release, Warrant and the form of the Amended and Restated Primary Notes and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Image Entertainment Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Trading Day following the date of after this AgreementAgreement has been executed by both parties, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the Securities Exchange Act of 1934 Act Act, as amended, and attaching the material Transaction Documents not previously filed (including, without limitation, form of this Agreement (and all schedules as an exhibit to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) such filing (including all attachments, the "86-K Filing"). From and after the filing of the 86-K Filing with the SECFiling, the Investor shall Company hereby covenants and agrees that the Holder has not be in possession of received any material, nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 86-K Filing. In addition, effective upon the filing of the 6-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, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investor or as may be required under Holder. To the terms of extent that the Transaction Documents. If the Investor has, or believes it has, received Company delivers any such material, nonpublic non-public information regarding to the Holder without the Holder's consent, the Company or hereby covenants and agrees that the Holder shall not have any duty of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by confidentiality to the Company, any of its Subsidiaries, subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents for any such disclosure. Subject with respect to, or a duty 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 subsidiaries or any of their respective officers, directors, employees, affiliates shall disclose or agents not to trade on the name of the Investor in any filingbasis of, announcementsuch material, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketnon-public information.
Appears in 1 contract
Samples: Form of Warrant Repurchase Agreement (Dehaier Medical Systems LTD)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days (as defined below) after the date of this Agreement, file issue a press release and Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act hereby and attaching the material Transaction Documents not previously filed (including, without limitation, form of this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) Exchanged Note as an exhibit thereto (including collectively with all attachmentsexhibits attached thereto, the "“8-K Filing"”). From and after the filing issuance of the 8-K Filing with the SECFiling, the Investor shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates 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 employees, affiliates and agents, not to, provide the Investor 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 written consent of the Investor or as may be required under Investor. To the terms of extent that the Transaction Documents. If Company delivers any material, non-public information to the Investor haswithout the Investor's express prior written consent, or believes it has, received any such material, nonpublic information regarding the Company or hereby covenants and agrees that the Investor shall not have any duty of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents for any such disclosure. Subject agent with respect to, or a duty to the foregoing, neither to 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 or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by lawlaw or regulation. In addition, regulation 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 Principal MarketCompany, 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 and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.
Appears in 1 contract
Samples: Exchange Agreement (Interpace Diagnostics Group, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K K, which the Collateral Agent shall have approved prior to its release and filing, describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Releasethis Agreement, the Kall Agreement (as defined below), the form of the Amended and Restated Primary Notes (and the form of Series B Notesschedules thereto) and the Kall Note (as defined below)) (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents, 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 Investor 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 written consent of the Investor or as may be required under the terms of the Transaction DocumentsInvestor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 or affiliates shall disclose the name of the Investor in any filingfiling (other than as is required by applicable law or regulations), announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (DigitalFX International Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:00 p.m., New York City time, on the first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of ReleaseNotes, the form of the Amended and Restated Primary Notes Warrants and the form of Series B Notesthe Registration Rights Agreement) (including all attachments, the "“Initial 8-K Filing"”). From and after the filing of the Initial 8-K Filing with (but prior to the SECdelivery of an Additional Closing Notice to the Buyers), the Investor Company shall not be in possession of any have disclosed all material, nonpublic non- public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of its 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 or agents in connection with the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice to the Buyers, the Company shall file a Current Report on Form 8-K describing all the material terms of the Additional Closing (the “Additional 8-K Filing”, and agentstogether with the Initial 8-K Filing, the “8-K Filings”). From and after the filing of the Additional 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers 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. Except with respect to the delivery of the Additional Closing Notice in accordance with Section 1(b)(ii), 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 any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the Additional 8-K Filing with the SEC without the express prior written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of any of the foregoing covenant covenants, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor 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, nonpublic information non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer 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 Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall 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 disclosure is required by lawparticular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), regulation any duty of confidentiality with respect to, or a duty not to trade on the Principal Marketbasis of, any information regarding the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Securities Purchase Agreement (Odyssey Marine Exploration Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor 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 written consent of the Investor or as may be required under the terms of the Transaction DocumentsInvestor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteExisting Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agents deliver any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer 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. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Amendment Agreement (IsoRay, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 By 9:00 a.m., New York City time, Time on the first next Business Day immediately following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and the forms of all schedules exhibits to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachmentsattachments and content required by the applicable disclosure regulations, the "“8-K Filing"”). From and after the filing of the 8-K Filing Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the SECtransactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Investor shall not be in possession of Company acknowledges and agrees that any materialand all confidentiality or similar obligations under any agreement, nonpublic information received from whether written or oral, between the Company, any of its Subsidiaries or any of its their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the 8-K Filingone hand, and any of the Buyer or any of their affiliates, on the other hand, shall terminate. 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 Buyer 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 Execution Date without the express prior written consent of the Investor or as may be required under the terms of the Transaction DocumentsBuyer. If the Investor Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) two trading days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to the Buyer without the Buyer’s consent, the Company hereby covenants and agrees that the Buyer 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. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the consent of the Buyer; provided, however, that the Company shall be entitled, without the prior approval of the InvestorBuyer, 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 (regulations, provided further that in the case of clause (i) the Investor Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor Buyer in any filing, announcement, release or otherwise, unless such disclosure is except as the Company has been advised by its counsel as may be required by lawlaw including the Rules of the SEC or in response to written comments of the staff of the SEC. Notwithstanding the foregoing, regulation or in no event will the Principal MarketCompany have an obligation to disclose any information which the Buyer receives from a member of the Company’s Board of Directors that is an affiliate of the Buyer.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this AgreementDisclosure Time, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K K, reasonably acceptable to the Buyers, describing the terms of the transactions contemplated by this Agreement the Transaction Documents. Such Form 8-K shall be in the form required by the 1934 Exchange Act and attaching attach the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form of ReleaseNote, the form of the Amended and Restated Primary Notes and Warrant, the form of Series B Notes) Registration Rights Agreement, the form of Lock-Up Agreement, the Guarantee Agreements and the Security Documents as exhibits to such filing (including all attachments), the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective affiliates, officers, directors, employees or agents, that is not disclosed in the 8-K Filing. 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, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective affiliates, officers, directors, employees and agents, not to, provide the Investor any Buyer 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 date hereof without the express prior written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective affiliates, officers, directors, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteWarrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective affiliates, officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective affiliates, officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective affiliates, officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. The Company understands and confirms that each of the Buyers will rely on the foregoing in effecting transactions in securities of the Company. Subject to the foregoing, neither the Company, Company nor any of its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of each Buyer; provided, however, that the Company shall be entitled, without the prior approval of the Investorsuch Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and press release contemplated by this Section 4(i) and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. As used herein, “Disclosure Time” means, (i) if this Agreement is signed 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 such disclosure otherwise instructed as to an earlier time by the Lead Investor, or (ii) if this Agreement is required 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 law, regulation or the Principal MarketLead Investor.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, (i) on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching (ii) on the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to second Business Day following the date of this Agreement), the Security DocumentsCompany shall file a Current Report on Form 6-K attaching this Agreement, the form Form of Releasethe Senior Debentures, the Form of the Warrants and the form of the Amended Registration Rights Agreement as exhibits to such filing (each filing under (i) and Restated Primary Notes and the form of Series B Notes(ii) (including all attachments, the "8a “6-K Filing"”). From and after the filing of the 8first 6-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-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 Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express prior written consent of the Investor or as may be required under the terms such Buyer (including, without limitation, any written consent of such Buyer related to Section 3(i) of the Transaction DocumentsRegistration Rights Agreement). If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries (other than such information provided by the Company pursuant to Section 3(i) of the Registration Rights Agreement), it shall provide the Company with written notice thereof. The Company shall, within five one (51) Trading Days (as defined in the Amended and Restated Note) Business Day of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Releasethe Amended and Restated Convertible Notes, the form of the Amended and Restated Primary Notes Bridge Notes, the form of Guarantee, 2007 Registration Rights Agreement and the form of Series B Notes) the Warrants (including all attachments, the "“8-K Filing"”). From and after The 8-K Filing shall not refer to the filing Investor by name without the approval of the Investor to the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of prior to its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingrelease. 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 filing of the 8-K Filing with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 that do not refer to the Investor by name 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, and except as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Redemption and Exchange Agreement (WorldSpace, Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes Notes, the form of the Warrants and the form of Series B Notesthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 written consent of such Buyer. From and after the Investor or as may be required under the terms of the Transaction Documents. If the Investor deadline specified above, if a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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)regulations. Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Solar Enertech Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this AgreementDisclosure Time (as defined below), the Company shall shall, after receiving approval by the Lead Investor, issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form of Release, the form Certificate of the Amended and Restated Primary Notes Designations and the form of Series B Notes) Warrant as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing or in prior filings with the SEC. 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, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor any Buyer 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 date hereof without the express written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents for any such disclosure. To the extent that the Company, its Subsidiaries or any of its or their respective officers, directors, employees, affiliates or agents delivers any material, nonpublic information to a Buyer without such Buyer’s prior written consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, nonpublic information. Subject to the foregoing, neither the CompanyCompany nor any of, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior express written consent of each Buyer; provided, however, that the Company shall be entitled, without the such prior approval of the Investoreach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and press release contemplated by this Section 4(j) and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany’s securities are then listed or quoted. As used herein, “Disclosure Time” means, (i) if this Agreement is signed after 8:30 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 8:31 a.m. (New York City time) on the second Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 8:30 a.m. (New York City time) on any Trading Day, no later than 8:31 a.m. (New York City time) on the Trading Day immediately following date hereof, unless otherwise instructed as to an earlier time by the Agent.
Appears in 1 contract
Samples: Securities Purchase Agreement (Taronis Technologies, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day business day following the date of this Agreement, the Company shall issue a press release and, within four business days after file with the date of this Agreement, file SEC a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Securities Exchange Act of 1934, as amended, and attaching the material Transaction Documents not previously filed documents relating to the transactions contemplated by this Agreement (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Releasethe New Notes, the form of the Amended and Restated Primary Notes Indenture and the form of Series B Notesthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of its their respective officers, directors, employees or agents, that which is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Holder 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 written consent of the Investor or as may be required under the terms of the Transaction DocumentsHolder. If the Investor Holder has, or reasonably believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiariessubsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In information if it reasonably believes that the event Holder is in possession of a breach of the foregoing covenant by material non-public information regarding the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries subsidiaries nor the Investor Holder or any of the Other Holders 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 InvestorHolder, 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 Holder 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 InvestorHolder, neither the Company nor any of its Subsidiaries subsidiaries or affiliates shall disclose the name of the Investor Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Exchange and Redemption Agreement (Ciphergen Biosystems Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreementhereof, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by any documents relating to the issuance of the Replacement Warrants in the form required by the 1934 Securities Exchange Act of 1934, as amended, and attaching the material Transaction Documents not previously filed transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B NotesReplacement Warrants) as exhibits to such filing (including all attachments, the "8-K Filing", and the description and attachments, the "8-K Materials"). From and after the filing of the 8-K Filing with the SEC, the Investor Investors shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor with any material, 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureInvestor. Subject to the foregoing, neither the Company, its Subsidiaries Company 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, including the applicable rules and regulations of the Trading Market (as such term is defined in the Securities Purchase Agreement) (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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Amendment Agreement (Arotech Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes Notes, the form of Warrant, the form of Security Documents and the form of Series B Notesthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes Warrant and the form of Series B NotesVoting Agreement) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing or in prior filings with the SEC. 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, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor any Buyer 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 date hereof without the express written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents for any such disclosure. To the extent that the Company, its Subsidiaries or any of its or their respective officers, directors, employees, affiliates or agents delivers any material, non-public information to a Buyer without such Buyer's prior written consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 law, regulation or any Eligible Market on which the Company's securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany's securities are then listed or quoted.
Appears in 1 contract
Samples: Securities Purchase Agreement (SOCIAL REALITY, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., By 5:30 p.m. (New York City time), but after 4:00 p.m. (New York City time) on the first Business Day following after the date of this Agreementhereof, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing reporting the terms closing of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes Designation and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 any Investor with any material, 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 written consent of such Investor and the execution of a confidentiality agreement between such Investor or as may be required under and the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationCompany. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to demand that the Company make a public disclosure in accordance with Regulation FD, and if the Company fails to do so within two Business Days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosuredisclosure unless such Investor acts with gross negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of the other parties hereto; provided, however, that the Company shall be entitled, without the prior approval of the any 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, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the each 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Exchange Agreement (Aphton Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first fourth (4th) Business Day following the date of after this AgreementAgreement has been executed, the Company shall (A) issue a press release and, within four business days after reasonably acceptable to the date Lead Investor disclosing all material terms of this Agreement, the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documentsform of the Warrant, the form of Release, Lock-Up Agreement and the form of the Amended and Restated Primary Notes and the form of Series B Notes) Registration Rights Agreement as exhibits to such filing (including all attachments), the "“8-K Filing"”). If the Lead Investor at any time after the Lead Investor does not have an Investor Designee or Advisory Member on the Board in accordance with and pursuant to the terms of this Agreement (the “Lead Investor Termination Date”), has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof and the Company shall by the earlier of (i) twenty five (25) Business Days of receipt of such notice by the Company and (ii) the date normally scheduled for the public disclosure of the Company’s earnings for the applicable fiscal quarter in which such notice is delivered to the Company, make public disclosure of such material, nonpublic information (the “Cleansing Document”). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Lead Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the Lead Investor Termination Date without the express prior written consent of the Lead Investor. From and after the filing of the 8-K Filing with the SECCleansing Document, the Lead Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K FilingCleansing Document. The In addition, effective upon the filing of the Cleansing Document, the Company shall notacknowledges and agrees that any and all confidentiality or similar obligations under any existing agreement, and shall cause each whether written or oral, between the Company, any of its Subsidiaries and its and each or any of their respective officers, directors, affiliates, employees and or agents, not toon the one hand, provide and the Lead Investor with or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. To the extent that the Company delivers any material, nonpublic non- public information regarding to the Lead Investor after the Lead Investor Termination Date without the Lead Investor’s prior written consent in violation of the provisions set forth herein, the Company or hereby covenants and agrees that the Lead Investor shall not have any duty of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents for with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such disclosurematerial, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity that is materially consistent with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations law, rules or regulations, including, but not limited to the Proxy Statement (provided that in the case of clause (i) the Lead Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement and as required by law, rules or regulations, without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Registration Rights Agreement (Ardsley Advisory Partners)
Disclosure of Transactions and Other Material Information. On or before 8:30 5:30 p.m., New York City time, on the date that this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Investors and, on or prior to 8:00 a.m., New York City time, on the first Business Day following the date of this AgreementNovember 28, the Company shall issue a press release and, within four business days after the date of this Agreement2014, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form Form of Release, the form of the Amended and Restated Primary Notes Warrant and the form of Series B Notes) Registration Rights Agreement, as exhibits to such filing (including all attachments), the "8-K Filing"). From and after the filing public release of the 8-K Filing with the SECPress Release, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K FilingPress Release. In addition, effective upon the public release of the 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, affiliates, employees or agents, on the one hand, and any of the Investors or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the any Investor 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 date hereof without the express prior written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Investor. If the an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders shareholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to an Investor without such Investor's consent, the Company hereby covenants and agrees that such Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the any 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 any 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 each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the such Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aethlon Medical Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 86-K describing the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form the Registration Rights Agreement, the form of Put Agreements, the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes Voting Agreement and the form of Series B NotesLock-Up Agreement as exhibits to such filing) (including all attachments, the "86-K Filing"). From and after the filing of the 86-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-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 Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the prior express written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company or a "person" acting on behalf of the Company" within the meaning of Rule 101(c) of Regulation FD in breach of the immediately preceding sentence (and not including any such information made available to such Buyer in connection with a Subsequent Placement after such Buyer requested an Offer Notice pursuant to the procedure set forth in Section 4(o)(iii)(1)), it shall may provide the Company with written notice thereof. The If the Company and its counsel agree that such information is material, nonpublic information, the Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic informationinformation (the "MNPI Disclosure"). In the event of a breach of the foregoing covenant by Company fails to make the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsMNPI Disclosure, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filingfiling (other than in the exhibits to the 6-K Filing), announcement, release or otherwise, unless such disclosure is except as otherwise required by any law, rule or regulation or applicable to the Principal MarketCompany after consultation with such Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the 10525107.16 Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Amendment and Exchange Agreement (Earth Biofuels Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first fourth Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, this Agreement and the form of the Amended and Restated Primary Notes and the form of Series B NotesNote) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing earlier to occur of (i) the fourth Business Day following the consummation of the 8-K Filing with Acquisition and (ii) sixty (60) calendar days after the SECClosing Date (the “Disclosure Deadline”), the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or other public filings by the Company with the SEC prior to the Disclosure Deadline. 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 any Investor 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 written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Investor. If the an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. The Company and the Investors shall work together to adopt procedures designed to ensure that material non-public information is not disclosed to the Investors without its consent. Subject to the foregoing, neither the Company, its Subsidiaries nor the any 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 any Investor, to make any press release or other public disclosure with respect to such transactions (ix) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiy) as is required by applicable law and regulations (provided that in the case of clause (iy) the each 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 any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the such Investor in any filing, announcement, release or otherwise. Notwithstanding the foregoing, unless (I) in the event that the Equity Investor is deemed a director by deputization by virtue of the rights set forth in Section 4(t) of the Amended Securities Purchase Agreement, the restrictions set forth in this Section 7(a) shall not apply to the provision of information in the ordinary course to such disclosure is required director and the rights of the Equity Investor and its affiliates to disclose any material non-public information received by lawsuch director as set forth in this Section 7(a) shall not apply and (II) in the event any Investor receives material non-public information it solicited from any employee, regulation officer or director of the Principal MarketCompany or any of its Subsidiaries the rights of such Investor and its affiliates to disclose any material non-public information received by such director as set forth in this Section 7(a) shall not apply.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this AgreementDisclosure Time, the Company shall issue a press release and, within four business days after (the date of this Agreement, “Announcement Press Release”) and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents. Such Current Report on Form 8-K shall be in a form reasonably acceptable to the Buyer and shall be in the form required by the 1934 Exchange Act and attaching attach the material Transaction Documents not previously filed required to be attached by the Exchange Act (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachments, the "“8-K Filing"”). The Announcement Press Release shall be mutually agreed by the Company and the Buyer, and the Company agrees that it shall not issue the Announcement Press Release without the Buyer’s consent (not to be unreasonably withheld, delayed or conditioned). From and after the filing of the 8-K Filing with the SEC, the Investor Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective affiliates, 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 affiliates, officers, directors, employees and agents, not to, provide the Investor Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investor or as may be required under the terms of the Transaction DocumentsBuyer. If the Investor Buyer has, or reasonably believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective affiliates, officers, directors, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.the
Appears in 1 contract
Samples: Execution Version Securities Purchase Agreement (Daktronics Inc /Sd/)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Trading Day following the date of this AgreementInitial Closing Date, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of each of the Notes, the form of ReleaseWarrant, the form of Pledge Agreement, the Amended and Restated Primary Notes Control Agreement and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K FilingFILING", and the description and attachments, the "8-K MATERIALS"). On or before 8:30 a.m., New York Time, on the first Trading Day following the Subsequent Closing Date and each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated or proposed on such date. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer with any material, 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer 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 Investorany Buyer, 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, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor each Buyer shall be consulted by the Company (although the consent of such Buyer shall not be required) 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this AgreementClosing Date, the Company Holdings shall issue file a press release and(the “Press Release”) describing the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., within four business days after New York time, the date of this Agreementsecond Business Day following the Closing Date, Holdings shall file a Current Report on Form 8-K describing the terms of the terms of the transactions contemplated by this Agreement the Transaction Documents, in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security DocumentsCertificate of Designation, the form of ReleaseWarrant, the form of the Amended and Restated Primary Notes Registration Rights Agreement and the form of Series B NotesSecurity Documents) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing issuance of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, Holdings, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release. The Company shall not, Holdings and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, shall not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company Company, Holdings or any of its their Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the CompanyHoldings, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the CompanyHoldings, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyHoldings, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Holdings, nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Holdings shall be entitled, without the prior approval of the Investorany Buyer, 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 holders of 66-2/3 of the outstanding shares of Series A Preferred Stock shall be consulted by the Company Holdings in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, Holdings shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or Principal Market, without the prior written consent of such Buyer, except (i) for disclosure thereof in the Investor, neither the Company nor any of its Subsidiaries 8-K Filing or affiliates shall disclose the name of the Investor in any filing, announcement, release Registration Statement or otherwise, unless such disclosure is (ii) as required by law, regulation the regulations of the stock exchange or automatic quotation system upon which Holdings’s shares of Common Stock are then traded or any order of any court or other governmental agency, in which case Holdings shall provide such Buyer with prior notice of such disclosure and the Principal Marketopportunity to review and comment on such disclosure.
Appears in 1 contract
Samples: Joinder Agreement (Global Employment Holdings, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first fourth Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes ) and the form of Series B NotesNote) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 any Investor 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteWarrant) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the a Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 any 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Amendment Agreement (Sandell Asset Management Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the first Business Day following the date of this AgreementMay 24, 2012, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Agreement Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Security Documents, the form of Releasethe Notes, the form of the Amended and Restated Primary Notes Registration Rights Agreement, the form of Security Agreement, the form of Control Agreement and the form of Series B Notes) Lock-Up Agreement as exhibits to such filing (including all attachments), the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer 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. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 Promptly but no later than 9:30 a.m., New York City time, on the first second Business Day following after the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report report of Foreign Private Issuer on Form 86-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) Agreement (including all attachments, the "8-K Filing"“Current Report”). From and after the filing of the 8Current Report, the Company shall have disclosed all material, non-K Filing public information (if any) provided to the Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the SECtransactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Investor shall not be in possession of Company acknowledges and agrees that any materialand all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, nonpublic information received from whether written or oral, between the Company, any of its Subsidiaries or any of its their respective officers, directors, affiliates, employees or agents, that is not disclosed in on the 8-K Filingone hand, and the Buyer 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 each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without first obtaining the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. 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 such Buyer (which may be granted or affiliates shall disclose the name of the Investor withheld in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal MarketBuyer’s sole discretion).
Appears in 1 contract
Samples: Securities Purchase Agreement (Dragon Victory International LTD)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 86-K describing the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form the Registration Rights Agreement, the form of Put Agreements, the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes Voting Agreement and the form of Series B Notes) Lock-Up Agreement as exhibits to such filing (including all attachments, the "86-K Filing"). From and after the filing of the 86-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-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 Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the prior express written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company or a "person" acting on behalf of the Company" within the meaning of Rule 101(c) of Regulation FD in breach of the immediately preceding sentence (and not including any such information made available to such Buyer in connection with a Subsequent Placement after such Buyer requested an Offer Notice pursuant to the procedure set forth in Section 4(o)(iii)(1)), it shall may provide the Company with written notice thereof. The If the Company and its counsel agree that such information is material, nonpublic information, the Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic informationinformation (the "MNPI Disclosure"). In the event of a breach of the foregoing covenant by Company fails to make the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsMNPI Disclosure, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filingfiling (other than in the exhibits to the 6-K Filing), announcement, release or otherwise, unless such disclosure is except as otherwise required by any law, rule or regulation or applicable to the Principal MarketCompany after consultation with such Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement hereby in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachments, the "8-K Filing"). From and after Upon the filing of the 8-K Filing with the SEC, the Investor Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of its 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 Investor Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction DocumentsHolder. If the Investor Holder has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Holder shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder 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. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor Holder 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 InvestorHolder, 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 Holder 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 InvestorHolder, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor Holder in any filing, announcement, release or otherwise; provided, unless such however, that with respect to any disclosure is required by lawin the 8-K Filing, regulation or the Principal Marketconsent of the Holder shall not be unreasonably withheld.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.6.00 p.m., New York City time, on the first Business Day following the date of this AgreementApril 3, 2014, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to of this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) ) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. 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 any Buyer 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 written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any provided in breach of its Subsidiariesthe preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the Amended and Restated Note) trading days of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyCompany or any of its officers, its Subsidiariesdirectors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agents for deliver any material, non-public information to a Buyer without such disclosureBuyer's consent, the Company hereby covenants and agrees that such Buyer 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. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Buyer 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 Investorany Buyer, 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 law, regulation or any Eligible Market on which the Company's securities are then listed or quoted (provided that in the case of clause (i) the Investor each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany's securities are then listed or quoted.
Appears in 1 contract
Samples: Securities Purchase Agreement (India Globalization Capital, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Releaseeach of the Notes, the form of the Amended and Restated Primary Notes and Certificate of Designations, the form of Series B NotesWarrants, the Registration Rights Agreement and the Security Documents) as exhibits to such filing (including all attachments, the "8-K FilingFILING"). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, stockholders, representatives 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 Investor any Buyer 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its their Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither none of the Company, its Subsidiaries nor the Investor or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the approval of all of the Buyers; provided, howeverhowever , that the Company shall be entitled, without the prior approval of the Investorany Buyer, 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 Required Holders 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of the Investor any Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City timeTime, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file publicly issue a Current Report on Form 8-K describing the disclosing all material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) (including all attachments, the "8-K Filing")hereby. From and after the filing issuance of the Form 8-K Filing with the SECK, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Form 8-K FilingK. In addition, effective upon the issuance of the Form 8-K, 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 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 filing of the 8-K Filing with the SEC date hereof without the express written consent of the Investor or as may be required under Investor. To the terms of extent that the Transaction Documents. If Company delivers any material, non-public information to the Investor haswithout the Investor's consent, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide hereby covenants and agrees that the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiariesduty of confidentiality with respect to, or any of its or their respective officersa duty not to trade on the basis of, directorssuch material, employees, stockholders or agents for any such disclosurenon-public information. 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 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 or affiliates shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by lawlaw or regulation, regulation or except this initial Form 8-K and any further disclosure in any Securities Act and Exchange Act filings covering the Principal Marketsame subject matter.
Appears in 1 contract
Samples: Warrant Exchange Agreement (Axion Power International, Inc.)
Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, issue a press release and file a Current Report on Form 8-K (each, reasonably acceptable to the Buyers) describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of ReleaseNotes, the form of the Amended and Restated Primary Notes Warrants and the form of Series B Notesthe Security Documents) (including all attachments, the "Initial 8-K Filing"). In addition, effective upon the filing of the Initial 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, on the one hand, and any Buyer or any of its affiliates, on the other hand, shall terminate. On or before 8:30 a.m., New York City Time, on the first (1st) Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (each, an "Additional 8-K Filing," and together with the Initial 8-K Filing, the "8-K Filings"). From and after the filing of the applicable 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of its 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 or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and agentsthe Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the applicable 8-K Filing with the SEC without the express prior written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of any of the foregoing covenant covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor 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, nonpublic information non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the an 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 each Buyer 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 Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall 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 disclosure is required by lawparticular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), regulation any duty of confidentiality with respect to, or a duty not to trade on the Principal Marketbasis of, any information regarding the Company or any of its Subsidiaries.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeEST, on the first fourth (4th) Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Note, the form of Release, Warrant and the form of the Amended and Restated Primary Notes and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor Buyer 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 written consent of the Investor Buyer or as may be required under the terms of the Transaction Documents. If the Investor Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Buyer shall not have any no liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor Buyer 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 InvestorBuyer, 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 Buyer 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 InvestorBuyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Natural Nutrition Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Notes, the form of Release, Warrant and the form of the Amended and Restated Primary Notes and the form of Series B NotesRegistration Rights Agreement) as exhibits to such filing (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 written consent of the Investor such Buyer or as may be required under the terms of the Transaction Documents. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documentsform of the Notes, the form of ReleaseWarrant, the form of Pledge Agreement, the form of the Amended and Restated Primary Notes Voting Agreement and the form of Series B Notesthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor any Buyer 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 Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, 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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (General Steel Holdings Inc)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, (i) on the first Business Trading Day (as defined in the Notes) following the date of this Agreement, the Company shall issue a press release and, within four business days after and (ii) on the second Trading Day following the date of this Agreement, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes Notes, the form of Warrant and the form of Series B Notes) the Registration Rights Agreement as exhibits to such filing (including all attachments, the "86-K Filing") and a material change report on Form 51-102F3 in accordance with National Instrument 51-102 of the CSA with respect thereto (the "Material Change Report"). From and after the filing of the 86-K Filing with the SECSEC and the Material Change Report with the CSA, the Investor (other than information provided to those certain Buyers specified on Schedule 4(i)), no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-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 Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC and the Material Change Report with the CSA without the express written consent of the Investor or as may be required under the terms of the Transaction Documentssuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Amended and Restated NoteNotes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-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 each Buyer 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Samples: Securities Purchase Agreement (Clearly Canadian Beverage Corp)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notesthe Warrants) (including all attachments, the "“8-K Filing"”). From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its 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 Investor 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureInvestor. 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City Washington, D.C. time, on the first Business Day fourth business day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B NotesAmended and Restated Promissory Note) (including all attachments, the "“8-K Filing"”). Any material, non-public information provided by the Company to Buyer in connection with this transaction shall be included by the Company within the aforementioned 8-K Filing. From and after the filing of the 8-K Filing with the SEC, the Investor Company represents and acknowledges that Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or 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 each of its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor Buyer 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 written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and or agents, in addition to any other remedy provided herein or in the Transaction Documents, Buyer shall, to the Investor extent it becomes aware of such breach, notify the Company of such breach and the material, nonpublic information the receipt of which resulted in such breach. Within two business days of receipt of such notice, the Company shall have either (a) deliver a notice to Buyer certifying that such material, non-public information has already been publicly disclosed by the right to Company or (b) make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither the Company, nor its Subsidiaries Subsidiaries, nor the Investor Buyer 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 InvestorBuyer, 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 therewith; and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor ), Buyer 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 InvestorBuyer (which consent shall not be unreasonably withheld, neither the delayed or conditioned), Company nor any of its Subsidiaries or affiliates shall not disclose the name of the Investor Buyer or its affiliates in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or otherwise except in the Principal Market8-K Filing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Atlas Technology Group, Inc.)
Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., Before 8:00 a.m. (New York City time, Time) on the first second (2nd) Business Day following the date of this Agreement, the Company shall issue a press release and, within four business days after the date of this Agreement, file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto), the New Registration Rights Agreement and the Form of Replacement Warrant, in the form required by the 1934 Act and attaching (the material Transaction Documents not previously filed "ANNOUNCING FORM 8-K"). Before 8:00 a.m. (including, without limitation, this Agreement New York Time) on the first (and all schedules to this Agreement)1st) Business Day following each Closing Date, the Security Documents, Company shall publicly disclose the form of Release, the form occurrence of the Amended and Restated Primary Notes and applicable Closing, including the form aggregate number of Series B Notes) (including all attachments, Replacement Warrant Shares issuable upon exercise of the "8-K Filing")Replacement Warrants issued at such Closing. From and after the filing of the Announcing Form 8-K Filing with the SEC, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, agents that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic informationInvestor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of the any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 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 each 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 or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.
Appears in 1 contract
Disclosure of Transactions and Other Material Information. On The Company shall file a current report on Form 8-K on or before 8:30 a.m., New York City time, on the first Business Day following the date of this AgreementJuly 19, the Company shall issue a press release and2021, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Exchange Transaction Documents, all in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, form of this Agreement and the form of the New Warrants (and all schedules to this Agreementand exhibits thereto not otherwise attached), the Security Documents, the form of Release, the form of the Amended and Restated Primary Notes and the form of Series B Notes) as exhibits to such filing (including all attachments, the "8-K Filing"). From and after As of immediately following the filing of the 8-K Filing with the SECCommission, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing or in prior filings with the Commission. 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, employees, affiliates or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investor or as may be required under Investor. To the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Amended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by extent that the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, subsidiaries or any of its or their respective officers, directors, employees, stockholders affiliates or agents for delivers any such disclosure. Subject material, non-public information to the foregoingInvestor without the Investor's prior written consent, neither the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to 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 subsidiaries or any of their respective officers, directors, employees, affiliates shall disclose or agents with respect to, or a duty to the name Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the Investor in any filingbasis of, announcementsuch material, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketnon-public information.
Appears in 1 contract
