Example ContractsClausesFurnishing of Information; Public Information
Furnishing of Information; Public Information
Furnishing of Information; Public Information contract clause examples

Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1), if the Company shall # fail for any reason to satisfy the requirements of Rule 144(c)(1) or (ii) if the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, as partial relief for the damages to any holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price of such holder’s affected Securities on the day of a Public Information Failure and on every thirtieth day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of # the date such Public Information Failure is cured and # such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 4(o) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of # the last day of the calendar month during which such Public Information Failure Payments are incurred and # the third Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full.

Furnishing of Information. Until the earlier of the time that # no Purchaser owns Securities and # the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

Furnishing of Information. Each Holder shall furnish in writing to [[Organization B:Organization]] such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably requested by [[Organization B:Organization]] to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as [[Organization B:Organization]] may reasonably request.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Non-Public Information. Purchaser acknowledges that it has not provided any information that currently constitutes material, non-public information relating to the Company to the Seller, and further acknowledges that the Seller has not requested any such information from the Company. The Purchaser represents that its purchase of the Subject Shares is being made during an “open window” period under the Insider Trading Compliance Program.

Non-Public Information. Each of the [[Administrative Agent:Organization]], the and the L/C Issuer acknowledges that # the Information may include material non‑public information concerning a [[Loan Party:Organization]] or a Subsidiary, as the case may be, # it has developed compliance procedures regarding the use of material non‑public information and # it will handle such material non‑public information in accordance with applicable Law, including United States federal and state securities Laws.

Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Selling Stockholder and the Agent agree that the Selling Stockholder shall not deliver any Issuance Instruction from the Selling Stockholder to the Agent, and the Agent shall not be obligated to place any Shares, during any period in which the Selling Stockholder is in possession of material non-public information.

Material Non-Public Information. Notwithstanding any other provision of this Agreement, the Selling Stockholder and the Forward Purchaser agree that the Selling Stockholder shall not deliver any Forward Placement Notice to the Forward Purchaser at any time at which the Selling Stockholder is in possession of material non-public information with respect to the Company.

Material Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Exchange Documents, [[Organization B:Organization]] covenants and agrees that neither it, nor any other Person acting on its behalf, will provide [[Organization A:Organization]] or its agents or counsel with any information that [[Organization B:Organization]] believes constitutes material non-public information, unless prior thereto [[Organization A:Organization]] shall have entered into a written agreement with [[Organization B:Organization]] regarding the confidentiality and use of such information. [[Organization B:Organization]] understands and confirms that [[Organization A:Organization]] shall be relying on the foregoing covenant in effecting transactions in securities of [[Organization B:Organization]].

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