Common use of Public Statements or Releases Clause in Contracts

Public Statements or Releases. The Company shall (a) by 9:30 a.m. (New York City time) on the trading day immediately following the date hereof, issue a press release agreed to in writing by Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the this Agreement as an exhibit thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such press release, (x) the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and (y) each Party shall not make, issue or release any announcement, whether to the public generally or to any of its suppliers or customers, with respect to this Agreement and its contents or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement and its contents or the transactions provided for herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, that nothing in this Section 7.9 shall prevent the Purchaser from making such public announcements as it may reasonably consider necessary in order to satisfy its legal obligations, but, to the extent not inconsistent with such obligations, the Purchaser shall provide the Company with an opportunity to review and comment on any proposed public announcement before it is made.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Choice Healthcare Solutions, Inc.)

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Public Statements or Releases. The Company shall (a) shall, by 9:30 8:30 a.m. (New York City time) Eastern time on the trading business day immediately following the date hereofInitial Closing Date, issue a press release agreed to in writing by Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K (the “Announcing 8-K”), including disclosing the this Agreement as an exhibit thereto, with transactions contemplated hereby and make such other filings and notices in the SEC within the manner and time required by the Exchange ActSEC. From The Company and after the issuance of such each Purchaser shall consult with each other in issuing any press release, (x) the Company represents releases with respect to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by hereby prior to the filing of the Announcing 8-K, and none of the parties to this Agreement and (y) each Party shall not shall, prior to the filing of the Announcing 8-K, make, issue issue, or release any announcement, whether to the public generally generally, or to any of its suppliers or customers, with respect to this Agreement and its contents or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement and its contents or the transactions provided for herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, that nothing in this Section 7.9 8.1 shall prevent any of the Purchaser parties hereto from making such public announcements as it may reasonably consider necessary in order to satisfy its legal obligations, but, but to the extent not inconsistent with such obligationsobligations for any proposed public announcement prior to the Announcing 8-K, the Purchaser it shall provide the Company other parties with an opportunity to review and comment on any proposed public announcement before it is made.

Appears in 1 contract

Samples: Securities Purchase Agreement (NeurogesX Inc)

Public Statements or Releases. The Company shall (a) shall, by 9:30 8:30 a.m. (New York City time) Eastern time on the trading business day immediately following the date hereofClosing Date, issue a press release agreed to in writing by Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including copies of each of which shall be provided to the this Agreement as an exhibit theretoPurchasers for review, with disclosing the SEC within transactions contemplated hereby and make such other filings and notices in the manner and time required by the Exchange ActSEC. From The Company and after the issuance of such each Purchaser shall consult with each other in issuing any press release, (x) the Company represents releases with respect to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by hereby, and none of the parties to this Agreement and (y) each Party shall not make, issue issue, or release any announcement, whether to the public generally generally, or to any of its suppliers or customers, with respect to this Agreement and its contents or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement and its contents or the transactions provided for herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, that nothing in this Section 7.9 9.1 shall prevent any of the Purchaser parties hereto from making such public announcements as it may reasonably consider necessary in order for it to satisfy its legal obligations, but, but to the extent not inconsistent with such obligations, the Purchaser it shall provide the Company other parties with an opportunity to review and comment on any proposed public announcement before it is made.

Appears in 1 contract

Samples: Securities Purchase Agreement (Advancis Pharmaceutical Corp)

Public Statements or Releases. The Company shall (a) by 9:30 a.m. (New York City time) on the trading day immediately following the date hereof, issue a press release agreed to in writing by Purchaser disclosing the material terms None of the transactions contemplated herebyCompany, and (b) file a Current Report on Form 8-K, including the this Agreement as an exhibit thereto, with the SEC within the time required by the Exchange Act. From and after the issuance of such press release, (x) the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company KKR or any Subsidiary, or Holder shall make any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and (y) each Party shall not make, issue or release any announcement, whether to the public generally or to any of its suppliers or customers, announcement with respect to the existence or terms of this Agreement and its contents or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement and its contents or the transactions provided for herein, herein without the prior consent approval of the other partiesCompany for an announcement by KKR or the Holders, or KKR for an announcement by the Company, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, provided, that nothing in this Section 7.9 8.1 shall prevent the Purchaser (a) any party from making such any public announcements as announcement it may reasonably consider considers necessary in order to satisfy its legal obligationsobligations under the law or under the rules of any national securities exchange, but, (b) the Company (i) from making any statements regarding the transactions contemplated herein that it deems necessary or desirable in connection with the financings referred to in Section 6.2(g) or (ii) from making any statements or responding to any questions from analysts or investors with respect to the extent existence or terms of this Agreement or the transaction provided for herein, provided that any such statement or response does not inconsistent contain any information that was not previously publicly announced (x) by the Company pursuant to clauses (a) or (b)(i) above or (y) by KKR or any Holder, or (c) KKR from making any statements or responding to any questions from analysts or investors with respect to the existence or terms of this Agreement or the transactions provided for herein; provided that any such obligationsstatement or response does not contain any information that was not previously publicly announced (x) by KKR or a Holder pursuant to clause (a) above or (y) by the Company. Notwithstanding the foregoing, the Purchaser shall provide Company may (i) issue the Company Transaction Press Release and (ii) file with an opportunity the SEC a current report on Form 8-K relating to review and comment on any proposed public announcement before it is madethe transactions contemplated hereby within the time frame required by the applicable rules of the SEC.

Appears in 1 contract

Samples: Warrant Agreement (Legg Mason, Inc.)

Public Statements or Releases. The Company shall (a) shall, by 9:30 8:30 a.m. (New York City time) Eastern time on the trading day immediately Business Day following the date hereof, issue a press release agreed to in writing by Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including copies of each of which shall be provided to each Purchaser for review, disclosing the this Agreement as an exhibit thereto, with transactions contemplated hereby and shall make such other filings and notices in the SEC within the manner and time required by the Exchange ActSEC. From The Company and after the issuance of Purchasers shall consult with each other in issuing any press releases and/or filing any Current Reports on Form 8-K or other such press release, (x) the Company represents SEC Documents with respect to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by hereby, and none of the parties to this Agreement and (y) each Party shall not make, issue issue, or release any announcement, whether to the public generally generally, or to any of its suppliers or customers, with respect to this Agreement and its contents or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement and its contents or the transactions provided for herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, provided that nothing in this Section 7.9 10.2 shall prevent any of the Purchaser parties hereto from making such public announcements as it may reasonably consider necessary in order to satisfy its legal obligationsbe required by applicable Law or NYSE Rule or listing standard, but, but to the extent not inconsistent with such obligationsrequirements, the Purchaser it shall provide the Company other parties with an opportunity to review and comment on any proposed public announcement before it is made; provided further, that nothing in this Section 10.2 will require a party to obtain consent to disclose information, which the Company was required to disclose under the Exchange Act, substantially in a form to which the other party has previously provided consent.

Appears in 1 contract

Samples: Subscription Agreement (American Dairy Inc)

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Public Statements or Releases. The Company shall (a) shall, by 9:30 8:30 a.m. (New York City time) Eastern time on the trading business day immediately following the date hereof, issue a press release agreed to in writing by Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including copies of each of which shall be provided to the this Agreement as an exhibit theretoPurchaser for review, with disclosing the SEC within transactions contemplated hereby and shall make such other filings and notices in the manner and time required by the Exchange ActSEC. From The Company and after the issuance of such press release, (x) the Company represents to the Purchaser that it shall have publicly disclosed all material, nonconsult with each other in issuing any press releases and/or filing any Current Reports on Form 8-public information delivered K or other such SEC Documents with respect to any of the Purchaser by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by hereby, and none of the parties to this Agreement and (y) each Party shall not make, issue issue, or release any announcement, whether to the public generally generally, or to any of its suppliers or customers, with respect to this Agreement and its contents or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement and its contents or the transactions provided for herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, that nothing in this Section 7.9 9.1 shall prevent any of the Purchaser parties hereto from making such public announcements as it may reasonably consider necessary in order to satisfy its legal obligationsbe required by applicable Law or NASDAQ Rule or listing standard, but, but to the extent not inconsistent with such obligationsrequirements, the Purchaser it shall provide the Company other parties with an opportunity to review and comment on any proposed public announcement before it is made.

Appears in 1 contract

Samples: Securities Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.)

Public Statements or Releases. The Company shall (a) by 9:30 8:30 a.m. (New York City time) Eastern time on the trading business day immediately following the date hereof, issue a press release agreed to in writing by Purchaser disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including copies of each of which shall be provided to the this Agreement as an exhibit theretoPurchasers for review, with disclosing the SEC within transactions contemplated hereby and make such other filings and notices in the manner and time required by the Exchange ActSEC. From The Company and after the issuance of each Purchaser shall consult with each other in issuing any press releases and/or filing any Current Reports on Form 8-K or other such press release, (x) the Company represents SEC Documents with respect to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by hereby, and none of the parties to this Agreement and (y) each Party shall not make, issue issue, or release any announcement, whether to the public generally generally, or to any of its suppliers or customers, with respect to this Agreement and its contents or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement and its contents or the transactions provided for herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, that nothing in this Section 7.9 9.1 shall prevent any of the Purchaser parties hereto from making such public announcements as it may reasonably consider necessary in order for it to satisfy its legal obligations, but, but to the extent not inconsistent with such obligations, the Purchaser it shall provide the Company other parties with an opportunity to review and comment on any proposed public announcement before it is made.

Appears in 1 contract

Samples: Securities Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.)

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