Example ContractsClausesPublic Disclosure
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Public Disclosure. The Company has timely filed all forms, reports, statements and documents, including financial statements and management’s discussion and analysis required to be filed by the Company under applicable U.S. Securities Laws and the rules and policies of any applicable stock exchange or quotation system. None of the documents filed by or on behalf of the Company on the EDGAR system, as of their respective dates (and, if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Public Disclosure. Patriot and the Bank and shall consult with each other before issuing any public disclosures or a press release with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public statements without the prior consent of the other parties, which shall not be unreasonably withheld.

Accurate Disclosure; Public Filings. Since January 1, 2022, the Parent has timely filed all Public Filings required to be filed by the Parent under the Securities Act and the Exchange Act. Each Public Filing did not, when filed (or if subsequently amended or superseded by an amendment or other filing, then, on the date of such subsequent filing), and the Public Filings, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Public Filings, at the time they were filed (or if subsequently amended, when amended, and as of the date hereof) with the SEC complied in all material respects with the requirements of the Exchange Act.

Public Filings. Promptly upon the filing thereof, copies of all registration statements, current reports and annual, quarterly, or other regular reports which the Company files with the Commission, including, without limitation, all reports on Form 10-K, 10-Q and 8-K and all certifications and other filings required by [Section 302] and Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and all rules and regulations related thereto; and

Public Announcements. Except as may be expressly permitted under this Section 11.2 or mandated by Applicable Laws or the rules of any stock exchange, neither Party will make any public announcement of any information regarding this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. Once any statement is approved for disclosure by the Parties, either Party may make a subsequent public disclosure containing the same information disclosed in such prior public announcement without further approval of the other Party. Notwithstanding the above, Arcus shall have the right to issue a press release and/or make a public announcement concerning the Development or Commercialization status of any Licensed Product, including, but not limited to, achievement of any Development milestones.

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Public Announcements. Neither the Company nor YourSpace shall have the right to issue any press release or other public statement with respect to this Agreement or the transactions contemplated herein without the prior written consent of the other party (not to be unreasonably withheld, delayed, denied or conditioned), except as required by Law. This does not preclude appropriate announcements by the Company after the closing of the transaction.

Public Announcement. Each of Purchaser and Sellers (or their designated Affiliates) shall issue a press release announcing the termination of the SPA in form and substance mutually agreed upon by the Parties. Other than such mutually agreed upon press release, without the prior written consent of the other Parties, each of the Parties agrees it shall keep the terms of this Agreement strictly confidential and not issue any press release or make any other public statements, whether written, oral, or electronic, with respect to the SPA, this Agreement or any of the transactions contemplated hereby or thereby, including the termination of the SPA, and shall not issue any such press release or make any such public statement, whether written, oral, or electronic, prior to such consultation, except (and notwithstanding anything in the Confidentiality Agreement to the contrary) # as such Party reasonably concludes (after consultation with counsel) to be required by applicable Law (including securities Laws, rules or regulations), court process or by obligations pursuant to any listing agreement with, or other applicable rules or regulations of, any national securities exchange or national securities quotation system (including the Toronto Stock Exchange) and # for such statements that are consistent in all material respects with the mutually agreed press release or other written statements for which the other Parties have provided their prior written consent. Notwithstanding anything to the contrary in this Agreement or in the Confidentiality Agreement, neither this Section 3 nor Section 4 shall prohibit any Party or its Affiliates from # communicating with any Governmental Entity regulating or having jurisdiction over such Person or representing the interests of customers of such Person to the extent reasonably necessary to respond to such Governmental Entity’s questions, concerns, requests for information or discovery processes regarding the SPA, this Agreement or any of the transactions contemplated hereby or thereby or # providing accurate, complete and factual information in any communication with, or in any proceeding before, any Governmental Entity.

Public Releases. Prior to making public disclosure, whether through the issuance of news releases, articles, brochures, advertisements, prepared speeches or other information releases, of information concerning this Contract or the Work, the Contractor shall obtain the prior written approval of Customer with respect to the content and timing of such issuance. Such written permission shall not be unreasonably withheld, conditioned or delayed. Customer shall only need to obtain the consent of the Contractor in order to issue any news releases or official announcements with respect to the Contractor’s competitively-sensitive pricing or technical information. For the avoidance of doubt, this [Article 35.0] shall not prevent Customer from disclosing generic references to the Contractor, the Contract and/or any work to be performed hereunder provided such disclosed material is not misleading or inaccurate, or if otherwise required under applicable Law.

Public Announcements. Promptly after the execution of this Agreement, BRPA and the Company shall issue a joint press release announcing the execution of this Agreement, the text of which has been agreed to by each of BRPA and the Company (the “Signing Press Release”). Prior to Closing, BRPA and the Company shall prepare a press release announcing the consummation of the Merger hereunder (“Closing Press Release”).

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.

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