Covenant and Acknowledgment of the Company. The Company hereby agrees to publicly disclose at or before 9:30 a.m., New York City time, on the first business day after the pricing of the Concurrent Offerings (such time and date, the “Release Time”), the conversion of the Converted Preferred Stock contemplated by this Conversion Agreement in a press release or Current Report on Form 8-K; provided, that to the extent reasonably practicable, the Company shall consult with the Investor, and provide the Investor with a reasonable opportunity to review and comment upon, any such press release, Current Report on Form 8-K and other public disclosure prior to the public disclosure of any of the foregoing.
Covenant and Acknowledgment of the Company. At or prior to 9:30 a.m., New York City time, on the first business day after the date hereof, the Company shall issue a press release announcing the Exchange, which press release the Company acknowledges and agrees will disclose all confidential information (as described in the Wall Cross Email) to the extent the Company believes such confidential information constitutes material non-public information, if any, with respect to the Exchange.
Covenant and Acknowledgment of the Company. At or prior to 9:00 a.m., New York City time, on the second business day following the Closing, the Company shall file a Current Report on Form 8-K with the SEC regarding the Repurchase (including the “Repurchases”, if any, with other holders of Notes executing Repurchase Agreements on the date hereof).
Covenant and Acknowledgment of the Company. At or prior to 8:00 a.m., New York City time, on the first business day after the date hereof, the Company shall issue a press release announcing the New Note Offering, which press release the Company acknowledges and agrees will disclose all confidential information (as described in the Wall Cross Email) to the extent the Company believes such confidential information constitutes material non-public information, if any, with respect to the New Note Offering or otherwise communicated by the Company to the Investor in connection with the New Note Offering.
Covenant and Acknowledgment of the Company. The Company hereby agrees to publicly disclose at or before 9:30 a.m., New York City time, on the first business day after the date hereof (such time and date, the “Release Time”), the exchange of the Old Notes contemplated by this Exchange Agreement and similar exchange agreements in a press release or Current Report on Form 8-K. The Company hereby acknowledges and agrees that, at the Release Time, it will have disclosed all information that constitutes material non-public information, if any, with respect to the Exchange or otherwise communicated by the Company to the Investor in connection with the Exchange.
Covenant and Acknowledgment of the Company. At or prior to 8:00 a.m., New York City time, on the first business day after the date hereof, the Company shall issue a press release and file a Form 6-K announcing the Notes Offering (collectively, the “Disclosure Document”), which press release and Form 6-K the Company acknowledges and agrees will disclose all confidential information (as described in the confirmatory email received by the Investor from the Placement Agent) to the extent the Company believes such confidential information constitutes material non-public information, if any, with respect to the Notes Offering or otherwise communicated by the Company to the Investor in connection with the Notes Offering. Upon the issuance of the Disclosure Document, to the actual knowledge of the Company, the Investor shall not be in possession of any material, non-public information received from the Company or any of its officers, directors, employees or agents, and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company or any of its affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not, without the prior written consent of the Investor, publicly disclose the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates or advisers (i) in any press release or marketing materials or (ii) in any filing with the SEC or any regulatory agency or trading market, except as required by applicable law, rule, regulation or legal process, in which case the Company will provide the Investor with prior written notice of such disclosure.
Covenant and Acknowledgment of the Company. (i) As of the date hereof the Company is not aware of, and has not provided to the Investor, any material non-public information regarding the Company, other than any material non-public information relating to the Exchange or the concurrent private placement of convertible senior notes; and (ii) the Company hereby agrees to publicly disclose at or before 8:30 a.m., New York City time, on the first business day after the date hereof (such time and date, the “Release Time”), the exchange of the Old Notes contemplated by this Exchange Agreement and similar exchange agreements, and the information referred to in clause (i) regarding the concurrent private placement of convertible senior notes in a press release or Current Report on Form 8-K. The Company hereby acknowledges and agrees that, as of the Release Time, none of the information provided by or on behalf of the Company to the Investor or any Exchanging Investor in connection with the Exchange will constitute material non-public information.
Covenant and Acknowledgment of the Company. At or prior to 5:00 p.m., New York City time, on March 2, 2015, the Company will issue the Press Release, and at or prior to 5:30 p.m., New York City time, on March 2, 2015, the Company will furnish the Form 8-K to the SEC, which Press Release and Form 8-K the Company acknowledges and agrees will disclose all material non-public information, if any, with respect to the Exchange and the Purchase or otherwise communicated by the Company or its affiliates to [such] [the] Investor in connection with the Exchange and the Purchase.
Covenant and Acknowledgment of the Company. (A) As of the date hereof, (x) the Company is not aware of any material non-public information regarding the Company, other than any material non-public information relating to the Exchange and (y) all reports and other documents filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, other than, any material facts with respect to information regarding the Exchange, material non-public information not known to the Investor or any Exchanging Investor that may impact the value of the Old Notes, the 2024 Notes, and the Exchange Shares that the Company is unable to disclose to the Investor or any Exchanging Investor, or any information referred to in the wall-crossing email referenced in Section 5(y) and (B) the Company hereby agrees to publicly disclose on or before 8:30 a.m., New York City time (the “Release Time”), on the first business day after the date hereof, the exchange of the Exchanged Notes as contemplated by this Exchange Agreement in a press release; provided that (i) if the Exchange does not take place and/or (ii) the Company believes, in good faith, that there is no legal requirement to publicly disclose information about the Exchange, no press release will be required. The Company hereby acknowledges and agrees that as of the Release Time the Company will disclose all confidential information to the extent the Company believes such confidential information constitutes material non-public information, if any, with respect to the Exchange or that was otherwise communicated by the Company to the Investor or any Exchanging Investor in connection with the Exchange. For the avoidance of doubt, the Company may be aware of material non-public information regarding the Company at the time of each Closing that has not been communicated to the Investor or any Exchanging Investor. The Company will, on the first business day following the final Closing, file a Current Report on Form 8-K publicly disclosing the exchange of the Exchanged Notes as contemplated by this Exchange Agreement.
Covenant and Acknowledgment of the Company. At or prior to 9:00 a.m., New York City time, on the first business day after the date hereof, the Company shall issue a press release announcing the New Notes Offering, which press release the Company acknowledges and agrees will disclose all confidential information communicated by or on behalf of the Company to the Investor in connection with the New Notes Offering to the extent such confidential information constitutes material non-public information. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, any of its Accounts, or their respective affiliates and investment advisors, or include the name of the Investor, any of its Accounts, or their respective affiliates and investment advisors in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of the Investor, except (i) as required by the federal securities laws in connection with the transaction contemplated hereby, and (ii) to the extent such disclosure is required by law, at the request of the Staff of the Commission, any representative of Nasdaq or any other regulatory agency, in which case the Company shall, to the extent practicable, provide the Investor with prior written notice of such disclosure.
