SEC Disclosures. The Company agrees to include disclosure of this Agreement and the transactions contemplated herein, including, without limitation, the name of the Buyer, in its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and any Current Reports on Form 8-K (as applicable).
SEC Disclosures. Each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC from and after the date of this Agreement will comply in all material respects with the requirements of the Exchange Act applicable to such documents The Company shall comply with all SEC filing requirements to which it is subject and has filed all reports required to be filed thereunder.
SEC Disclosures. Kiniksa acknowledges that Regeneron, as a publicly traded company, is legally obligated to make timely disclosures of all material events relating to its business. Regeneron acknowledges that in the future, Kiniksa may become a publicly traded company, and upon such occurrence, shall be legally obligated to make timely disclosures of all material events relating to its business. Therefore, the Parties acknowledge that either or both Parties may be obligated to issue periodic earnings releases and to make other SEC filings related to the activities contemplated under this Agreement or to file a copy of this Agreement with the U.S. Securities and Exchange Commission or its equivalent in the Territory. Without limiting the generality of the terms of this ARTICLE 13 (Confidentiality), including Section 13.2.2 (Permitted Disclosures), each Party will be entitled to make such filing of this Agreement but shall cooperate with one another and use reasonable efforts to obtain confidential treatment of confidential, including trade secret, information in accordance with Applicable Law. No later than [***] Business Days prior to the anticipated filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment, allowing a reasonable time for the non-filing Party to review and comment as permitted by Applicable Law, and the filing Party will reasonably consider the non-filing Party’s timely comments thereon. In addition, the filing Party will provide the non-filing Party with an advance copy of the securities filings with which the Agreement is furnished or filed or otherwise discussed or disclosed, in each case, only to the extent describing this Agreement, allowing a reasonable time for the non-filing Party to review and comment as permitted by Applicable Law, and the filing Party will reasonably consider the non-filing Party’s timely comments thereon; provided that the filing Party need not provide for review and comment such securities filings that repeat any such previous disclosures already reviewed and commented upon by the other non-filing Party under the terms of this Section 13.5 (Disclosures Concerning this Agreement) or that contain only non-material factual information regarding this Agreement.
SEC Disclosures. With respect to complying with disclosure requirements of the SEC or other stock exchange on which a Party’s securities are publicly traded (or to which an application for listing has been submitted) (“Exchange”) in connection with any required filing of this Agreement, the filing Party will consult with the other Party on the provisions of this Agreement to be redacted in any filings made by such Party with the SEC or other Exchange; provided that each Party shall have the right to make any such filing as it reasonably determines necessary under Applicable Laws and will not rely on any statements made by the other Party related to securities laws or regulations. The reviewing Party will have [***], or such shorter period of time as agreed by the Parties or necessary for the filing Party to comply with Applicable Law, to review and provide comments to such filing and the reviewing Party’s consent of such approval shall not be unreasonably withheld to the extent such information has been previously disclosed. If, on the advice of counsel, Adagene reasonably concludes that it must make a Release, or that any portion of this Agreement must be disclosed, in each case pursuant to the requirements of the SEC or other Exchange, and Sanofi would prefer that such Release not be made, that the information so disclosed within such Release be modified or limited, or that disclosure of the Agreement be limited, then Adagene shall consider Sanofi’s concerns, including possibilities of incorporating statements suggested by Sanofi (to the extent any such statement is true and accurate) and seeking confidential treatment of the information included in such Release.
SEC Disclosures. The 8-K disclosure will be made in the ordinary course of business. The Company agrees that the language used in the 8-K will be substantially similar to the language set forth in Exhibit C to this Agreement. Board and Executives: The Company will consider any proposed communication plan, strategy, and/or talking points provided by you, but the Company reserves the right to finalize and deliver any communications to the Board and to the Company’s executive leadership, if needed and as needed, in its sole discretion.
SEC Disclosures. Neither the Company nor its Subsidiary is subject to any disclosure or filing requirements with any governmental body or authority under any federal or state securities laws, regulations or rules as a result of the sale of the Shares by the Sellers hereunder.
SEC Disclosures. (a) Nettaxi has delivered or made available to RAE Systems (including through the SEC EXXXX system) accurate and complete copies (excluding copies of exhibits) of each report, registration statement and definitive proxy statement filed by Nettaxi with the SEC between August 13, 1999 and the date of this Agreement (the "Nettaxi SEC Documents"). Since August 13, 1999, all statements, reports, schedules, forms and other documents required to have been filed by Nettaxi with the SEC have been so filed. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Nettaxi SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 (the "Securities Act") or the Securities and Exchange Act of 1934 (the "Exchange Act") (as the case may be); and (ii) none of the Nettaxi SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
SEC Disclosures. The Company has provided the Subscriber true and complete copies of the Company’s annual report on Form 20-F for the fiscal year ended January 31, 2003 and quarterly report on Form 6-K for the fiscal quarter ended July 31, 2003 (collectively, the “SEC Documents”), which the Company filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and the SEC Documents as of their respective dates did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The financial statements of the Company, including the notes thereto, included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States consistently applied and fairly present in all material respects the consolidated financial position of the Company at the dates thereof and of its operations and cash flows for the periods then ended. Since July 31, 2003, there have not been any changes in the assets, liabilities, financial condition, business or operations of the Company from that reflected in the SEC Documents except changes which have not been, either individually or in the aggregate, materially adverse to the Company. Since July 31, 2003, there has not been, occurred or arisen any event or condition which has had a material adverse effect on the business, assets (including intangible assets), financial conditions or results of operations of the Company and its subsidiaries, taken as a whole. Since July 31, 2003, the Company has filed all forms, reports and documents with the SEC required to be filed by it pursuant to the U.S. federal securities laws and the rules and regulations of the SEC (collectively, “Securities Laws”), each of which complied as to form, at the time such form, document or report was filed, in all material respects with the applicable requirements of all Securities Laws, except for such failures to file or to comply with Securities Laws as are not, individually or in the aggregate, materia...
SEC Disclosures. Buyer shall use commercially-reasonable efforts to promptly provide Seller, upon Seller’s prior written request therefor, with such information as Seller determines is necessary to complete any filings with the SEC or other governmental agency which is made by Seller or its affiliates. Seller and its affiliates shall have the right to include any and all information concerning the Property and the transactions memorialized by this Agreement deemed necessary by Seller, in its reasonable discretion, to be incorporated into any regulatory filings made by Seller or its affiliates with the SEC, including without limitation on Form 8-K or Form 10-K; provided, however, that Seller shall use commercially reasonable efforts to provide a draft of any such filing to Buyer in advance of such filing. Notwithstanding anything to the contrary contained in this Agreement, Buyer understands, agrees and acknowledges that Seller intends on disclosing and filing, on one or more occasions, with the SEC or other governmental agency, a copy of this Agreement (as well as the name of the Buyer and the Purchase Price). The terms and provisions of this section shall survive the Closing. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 4815-0899-8962.7 22484/0204 [SIGNATURE PAGE TO AGREEMENT OF SALE AND PURCHASE]
SEC Disclosures. MGC has previously furnished LJ. Net true and complete copies of the following documents which have been filed by MGC with the SEC xxxxxxxx xx Xxxxxxxx 00(x),
