Significant Changes. Timely notification of significant changes, except where notification of such changes would, if provided to a Person not subject to a confidentiality agreement, require the Company to publicly disclose the information contained in such notification under Regulation FD under the 1934 Act, and REIT Status concerns, including, but not limited to, prompt notification upon the Company's chief financial officer, chief executive officer, president or tax director receiving any report, allegation or determination from any attorney or accountant engaged by the Company or any agent of the Internal Revenue Service or of any state department of revenue that, there may have been, has been, or reasonably likely will be a Failure by the Company to Maintain REIT Status or having actual knowledge of facts and legal principles that create a reasonable possibility that there may have been, has been or reasonably likely will be a Failure by the Company to Maintain REIT Status and upon the submission of any proposal for consideration by the Company's Board of Directors or stockholders for the termination of the Company's REIT Status. Buyer agrees not to disclose or use for any improper purpose any confidential, proprietary or non-public information disclosed in materials sent to Buyer pursuant to the requirements of this Section 4(e) and Buyer agrees that it shall not trade in the Company's securities so long as it is in possession of material, non-public information. Buyer may disclose information referred to in the preceding sentence to its Affiliates, lenders (including potential lenders) and transferees (including potential transferees) of Preferred Shares and Warrants only after providing the Company with the written agreement of such Affiliate, lender or transferee that such Affiliate, lender or transferee will not disclose or use for any improper purpose any confidential, proprietary or non-public information disclosed in such information and shall not trade in the Company's securities so long as it is in possession of material, non-public information; PROVIDED, HOWEVER, that information may be disclosed to a lender or potential lender in the absence of such written agreement if there is included in any loan or credit agreement between the Buyer and such lender confidentiality provisions substantially similar to those set forth above regarding information provided to such lender or the Buyer enters into a confidentiality agreement with such lender or potential lender including confidentiality provisions substantially similar to those set forth above regarding information provided to such lender.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Mills Corp), Securities Purchase Agreement (Mills Corp)
Significant Changes. Timely notification If, at any time up to or on the date falling six months after the Listing Date:
(a) there is a significant change which affects or is capable of significant changes, except where notification of such changes would, if provided to a Person not subject to a confidentiality agreement, require the Company to publicly disclose the affecting any information contained in such notification under Regulation FD under the 1934 ActOffering Documents; or
(b) a significant new matter arises, the inclusion of information in respect of which would have been required in any of the Offering Documents had it arisen before any of them was issued, then the Company shall, and REIT Status concernsthe Warranting Controlling Shareholder shall use its best endeavours to procure that the Company shall:
(i) subject to any confidentiality requirement imposed by applicable laws, includingrules, but not limited regulations or court orders which the Company might be subject to, prompt notification upon promptly provide full particulars thereof to the Joint Sponsors, the Sponsor-OCs, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters and the CMIs;
(ii) if so reasonably required by the Joint Sponsors or the Overall Coordinators, inform the Stock Exchange of such change or matter;
(iii) if so required by the Stock Exchange, the Joint Sponsors or the Overall Coordinators, promptly amend and/or prepare and deliver (through the Joint Sponsors) to the Stock Exchange for approval, documentation containing details thereof in a form agreed by the Joint Sponsors and the Overall Coordinators (provided that any such approval shall not be unreasonably withheld or delayed) and publish such documentation in such manner as the Stock Exchange may require, or the Joint Sponsors or the Overall Coordinators may reasonably require; and
(iv) make all necessary announcements to the Stock Exchange and the press to avoid a false market being created in the Offer Shares, in each case, at the Company's chief financial officer, chief executive officer, president or tax director receiving any report, allegation or determination from any attorney or accountant engaged by the Company or any agent own expense. Each of the Internal Revenue Service Warrantors hereby undertakes not to issue, publish, distribute or make available publicly any announcement, circular, document or other communication relating to any such change or matter aforesaid without the prior written consent of any state department the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of revenue thatthe Hong Kong Underwriters), there may have beenprovided such consent not to be unreasonably withheld or delayed. For the purposes of this Clause, has been, or reasonably likely will be a Failure by the Company to Maintain REIT Status or having actual knowledge of facts and legal principles that create a reasonable possibility that there may have been, has been or reasonably likely will be a Failure by the Company to Maintain REIT Status and upon the submission of any proposal for consideration by the Company's Board of Directors or stockholders significant means significant for the termination purpose of making an informed assessment of the Company's REIT Status. Buyer agrees not to disclose or use for any improper purpose any confidential, proprietary or non-public information disclosed matters mentioned in materials sent to Buyer pursuant to Rule 11.07 of the requirements of this Section 4(e) and Buyer agrees that it shall not trade in the Company's securities so long as it is in possession of material, non-public information. Buyer may disclose information referred to in the preceding sentence to its Affiliates, lenders (including potential lenders) and transferees (including potential transferees) of Preferred Shares and Warrants only after providing the Company with the written agreement of such Affiliate, lender or transferee that such Affiliate, lender or transferee will not disclose or use for any improper purpose any confidential, proprietary or non-public information disclosed in such information and shall not trade in the Company's securities so long as it is in possession of material, non-public information; PROVIDED, HOWEVER, that information may be disclosed to a lender or potential lender in the absence of such written agreement if there is included in any loan or credit agreement between the Buyer and such lender confidentiality provisions substantially similar to those set forth above regarding information provided to such lender or the Buyer enters into a confidentiality agreement with such lender or potential lender including confidentiality provisions substantially similar to those set forth above regarding information provided to such lenderListing Rules.
Appears in 1 contract
Sources: Hong Kong Underwriting Agreement