Common use of Securities Law Disclosure; Publicity Clause in Contracts

Securities Law Disclosure; Publicity. The Company shall (a) by 9:30 a.m. (New York City time) on the business day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of such press release, the Company represents to the Investors that the Company shall have publicly disclosed all material, non-public information delivered the Investors 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. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Investor, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b).

Appears in 3 contracts

Samples: Form of Note Purchase Agreement (Advaxis, Inc.), Form of Note Purchase Agreement (Advaxis, Inc.), Form of Note Purchase Agreement (Advaxis, Inc.)

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Securities Law Disclosure; Publicity. The Company shall (a) by 9:30 9:00 a.m. (New York City time) on the business day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of such press release, the Company represents to the Investors Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investors Investor 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. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any the Investor, or include the name of any the Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such the Investor, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors Investor with prior notice of such disclosure permitted under this clause (b).

Appears in 2 contracts

Samples: Note Purchase Agreement (Sanwire Corp), Note Purchase Agreement (Tauriga Sciences, Inc.)

Securities Law Disclosure; Publicity. The Company shall (a) by 9:30 9:00 a.m. (New York City time) on the business day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of such press release, the Company represents to the Investors that the Company shall have publicly disclosed all material, non-public information delivered the Investors 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. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Investor, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b).

Appears in 2 contracts

Samples: Form of Note Purchase Agreement (Advaxis, Inc.), Form of Note Purchase Agreement (Advaxis, Inc.)

Securities Law Disclosure; Publicity. The Company shall (a) by 9:30 9:00 a.m. (New York City time) on the business day Business Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby in the form approved by the Parties prior to the Closing and (b) issue file a Current Report on Form 8-K with the Commission disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents (as defined below) as exhibits thereto, within the time required by the 1934 Act. .From and after the issuance of such press release, the Company represents to the Investors Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investors Investor by the Company or any of its subsidiariesSubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Notwithstanding .The Company and the foregoingInvestor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Investor shall not publicly disclose the name of issue any Investor, or include the name of such press release nor otherwise make any Investor in any filing with the Commission or any regulatory agency or Trading Market, public statement without the prior written consent of such Investorthe other Party, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law or Trading Market regulationslaw, in which case the Company disclosing party shall promptly provide the Investors other party with prior written notice of such disclosure permitted under this clause (b)public statement or communication.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (RiceBran Technologies)

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Securities Law Disclosure; Publicity. The Company shall (a) by 9:30 9:00 a.m. (New York City time) on the business day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents (as defined below) as exhibits thereto, within the time required by the 1934 Act. From and after the issuance of such press release, the Company represents to the Investors that the Company shall have publicly disclosed all material, non-public information delivered the Investors 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. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Investor, except: (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b).

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (RiceBran Technologies)

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