Disclosure Contract Clauses (2,566)

Disclosure. The Stockholder hereby authorizes the Company and Parent Acquiror to publish and disclose in any announcement or disclosure required by the SEC the Stockholder's identity and ownership of the Covered Shares and the nature of the Stockholder's obligations under this Agreement; provided, that prior to any such publication or disclosure the Company and Parent Acquiror have provided the Stockholder with a reasonable an opportunity to review and comment upon such announcement or disclosure, which... comments the Company and Parent Acquiror will consider in good faith. View More

Disclosure. The Each Stockholder hereby authorizes Parent and the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC or other applicable Law and in the Proxy Statement such Stockholder's identity and ownership of the Covered Shares and the nature of the such Stockholder's obligations under this Agreement; provided, that prior to any such publication or disclosure the Company provided that, Parent shall provide Stockholder and Parent have provided the... Stockholder with a its counsel reasonable opportunity to review and comment upon such announcement or disclosure, which comments the Company and Parent will consider in good faith. thereon. View More

Disclosure. The Stockholder hereby authorizes Parent and the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC and in the Joint Proxy Statement the Stockholder's identity and ownership of the Covered Shares and the nature of the Stockholder's obligations under this Agreement; provided, that prior to any such publication or disclosure the Company and Parent have provided the Stockholder with a reasonable opportunity to review and comment upon such announcement... or disclosure, which comments the Company and Parent will consider in good faith. Agreement. View More

Disclosure. The Stockholder hereby authorizes the Company and Parent Acquiror to publish and disclose in any announcement or disclosure required by the SEC the Stockholder's identity and ownership of the Covered Shares and the nature of the Stockholder's obligations under this Agreement; provided, that prior to any such publication or disclosure the Company and Parent Acquiror have provided the Stockholder with a reasonable an opportunity to review and comment upon such announcement or disclosure, which... comments the Company and Parent Acquiror will consider in good faith. View More

Disclosure. The Each Stockholder hereby authorizes Parent and the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC or other applicable Law and in the Proxy Statement such Stockholder's identity and ownership of the Covered Shares and the nature of the such Stockholder's obligations under this Agreement; provided, that prior to any such publication or disclosure the Company provided that, Parent shall provide Stockholder and Parent have provided the... Stockholder with a its counsel reasonable opportunity to review and comment upon such announcement or disclosure, which comments the Company and Parent will consider in good faith. thereon. View More

Disclosure. The Stockholder hereby authorizes Parent and the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC and in the Joint Proxy Statement the Stockholder's identity and ownership of the Covered Shares and the nature of the Stockholder's obligations under this Agreement; provided, that prior to any such publication or disclosure the Company and Parent have provided the Stockholder with a reasonable opportunity to review and comment upon such announcement... or disclosure, which comments the Company and Parent will consider in good faith. Agreement. View More

Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries, Subsidiaries, the Company shall within one (1) Business Day after contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or... otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its subsidiaries, Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries. Subsidiaries. 15 18. TAX MATTERS. To the extent that the parties ascribe a value to the Warrants, for U.S. federal income tax purposes, the parties agree to treat the Warrants as being issued in exchange for the Subscriber's commitment to extend the loans pursuant to the Financing Agreement (as defined in the Subscription Agreement) and the parties agree to amortize the value ascribed to the Warrants over the term of the Financing Agreement in a manner comparable to the amortization of original issue discount. View More

Disclosure. Upon receipt or delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries, the Company shall within one (1) Business Day after contemporaneously with any such receipt or notice delivery date, publicly disclose such... material, nonpublic non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic non-public information relating to the Company or any of its subsidiaries, the Company so shall indicate to such the Holder in writing contemporaneously with the delivery of such notice, notice (or promptly following receipt of such notice from the Holder, as applicable), and in the absence of any such written indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries. View More

Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries, Subsidiaries, the Company shall within one (1) Business Day after any or such receipt or delivery prior to (or simultaneous with) such delivery, as applicable, publicly disclose such... material, nonpublic non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic non-public information relating to the Company or any of its subsidiaries, Subsidiaries, the Company so shall indicate to such the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries. Subsidiaries. If the Company or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information. Nothing contained in this Section 32 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement. View More

Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries, Subsidiaries, the Company shall within one (1) Business Day after contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or... otherwise. In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its subsidiaries, Subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries. Subsidiaries. 15 18. TAX MATTERS. To the extent that the parties ascribe a value to the Warrants, for U.S. federal income tax purposes, the parties agree to treat the Warrants as being issued in exchange for the Subscriber's commitment to extend the loans pursuant to the Financing Agreement (as defined in the Subscription Agreement) and the parties agree to amortize the value ascribed to the Warrants over the term of the Financing Agreement in a manner comparable to the amortization of original issue discount. View More

Disclosure. Upon receipt or delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries, the Company shall within one (1) Business Day after contemporaneously with any such receipt or notice delivery date, publicly disclose such... material, nonpublic non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic non-public information relating to the Company or any of its subsidiaries, the Company so shall indicate to such the Holder in writing contemporaneously with the delivery of such notice, notice (or promptly following receipt of such notice from the Holder, as applicable), and in the absence of any such written indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries. View More

Disclosure. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries, Subsidiaries, the Company shall within one (1) Business Day after any or such receipt or delivery prior to (or simultaneous with) such delivery, as applicable, publicly disclose such... material, nonpublic non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, nonpublic non-public information relating to the Company or any of its subsidiaries, Subsidiaries, the Company so shall indicate to such the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or any of its subsidiaries. Subsidiaries. If the Company or any of its Subsidiaries provides material non-public information to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information. Nothing contained in this Section 32 shall limit any obligations of the Company, or any rights of the Holder, under Section 4(i) of the Securities Purchase Agreement. View More

Disclosure. 4.1 The 4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. Issuer and the Guarantors. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer and the Guarantors concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire... without unreasonable effort or expense. 4.2 The 4.2Each of the Issuer and the Guarantors agrees to promptly furnish the Dealer the Company Information as it becomes available, available; provided that that, the public filing of the Company Information with the EDGAR system of the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 4.2, with respect to such publicly filed information. 4.3(a) Each of the Issuer shall not be required to furnish and the Dealer any Company Information that is publicly available either on the Company's website or on the SEC's website or otherwise. 4.3 The Issuer Guarantors further agrees that: (a) The Issuer shall to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer or any Guarantor that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 (b) In the event that the Issuer or any Guarantor gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer. 11 (c) In the event that (i) the Issuer or any Guarantor gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory inventory, and (iii) the Issuer or such Guarantor chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. 4.1 4.1. The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 4.2. The... Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available, provided that the Issuer available (which obligation shall not be required to furnish the Dealer any deemed satisfied upon filing of such Company Information that is publicly available either on in the Company's website or on "EDGAR" system of the SEC's website or otherwise. 4.3 Securities and Exchange Commission). 4.3. (a) The Issuer further agrees that: (a) The Issuer shall to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 misleading ("Disclosure Notification"); it being understood that the Dealer hereby acknowledges that U.S. federal securities laws prohibit trading on the basis of material non-public information. For the avoidance of doubt, such Disclosure Notification is required only to disclose the existence of any such event, and is not required to disclose the details of or any further information of any kind relating to any event. Notwithstanding the foregoing, the Issuer shall have no obligation to so notify the Dealer if (i) the Issuer has suspended offers and sales of the Notes and has given the Dealer written notice of such suspension, and (ii) there are no Notes outstanding. In the event that the Issuer wishes to resume offers and sales of the Notes, it shall, at least three New York Business Days prior to the proposed effective date of such resumption, (i) give the Dealer written notice thereof, and (ii) either (x) confirm that the then current Private Placement Memorandum and Company Information do not violate the representation contained in Section 2.10 of this Agreement, or (y) if the representation contained in Section 2.10 cannot be made, provide to the Dealer an updated Private Placement Memorandum that will permit the representation to be made. -9- (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall agrees promptly to supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer. (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory inventory, and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. 4.1 The 4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 The 4.2The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available, provided that the Issuer shall not be required to furnish the Dealer any Company Information that is publicly available either on the Company's website or on the SEC's website or otherwise. 4.3 The available. 4.3The Issuer further agrees that: (a) The (a)The Issuer shall notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer. (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. 4.1 The 4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. Issuer and the Guarantors. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer and the Guarantors concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire... without unreasonable effort or expense. 4.2 The 4.2Each of the Issuer and the Guarantors agrees to promptly furnish the Dealer the Company Information as it becomes available, available; provided that that, the public filing of the Company Information with the EDGAR system of the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 4.2, with respect to such publicly filed information. 4.3(a) Each of the Issuer shall not be required to furnish and the Dealer any Company Information that is publicly available either on the Company's website or on the SEC's website or otherwise. 4.3 The Issuer Guarantors further agrees that: (a) The Issuer shall to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer or any Guarantor that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 (b) In the event that the Issuer or any Guarantor gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer. 11 (c) In the event that (i) the Issuer or any Guarantor gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory inventory, and (iii) the Issuer or such Guarantor chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. 4.1 4.1. The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 4.2. The... Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available, provided that the Issuer available (which obligation shall not be required to furnish the Dealer any deemed satisfied upon filing of such Company Information that is publicly available either on in the Company's website or on "EDGAR" system of the SEC's website or otherwise. 4.3 Securities and Exchange Commission). 4.3. (a) The Issuer further agrees that: (a) The Issuer shall to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 misleading ("Disclosure Notification"); it being understood that the Dealer hereby acknowledges that U.S. federal securities laws prohibit trading on the basis of material non-public information. For the avoidance of doubt, such Disclosure Notification is required only to disclose the existence of any such event, and is not required to disclose the details of or any further information of any kind relating to any event. Notwithstanding the foregoing, the Issuer shall have no obligation to so notify the Dealer if (i) the Issuer has suspended offers and sales of the Notes and has given the Dealer written notice of such suspension, and (ii) there are no Notes outstanding. In the event that the Issuer wishes to resume offers and sales of the Notes, it shall, at least three New York Business Days prior to the proposed effective date of such resumption, (i) give the Dealer written notice thereof, and (ii) either (x) confirm that the then current Private Placement Memorandum and Company Information do not violate the representation contained in Section 2.10 of this Agreement, or (y) if the representation contained in Section 2.10 cannot be made, provide to the Dealer an updated Private Placement Memorandum that will permit the representation to be made. -9- (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall agrees promptly to supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer. (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory inventory, and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. 4.1 The 4.1The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense. 4.2 The 4.2The Issuer agrees to promptly furnish the Dealer the Company Information as it becomes available, provided that the Issuer shall not be required to furnish the Dealer any Company Information that is publicly available either on the Company's website or on the SEC's website or otherwise. 4.3 The available. 4.3The Issuer further agrees that: (a) The (a)The Issuer shall notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Company Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. 10 (b) In the event that the Issuer gives the Dealer notice pursuant to Section 4.3(a) and the Dealer notifies the Issuer that it then has Notes it is holding in inventory, the Issuer shall promptly supplement or amend the Private Placement Memorandum so that the Private Placement Memorandum, as amended or supplemented, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Issuer shall make such supplement or amendment available to the Dealer. (c) In the event that (i) the Issuer gives the Dealer notice pursuant to Section 4.3(a), (ii) the Dealer does not notify the Issuer that it is then holding Notes in inventory and (iii) the Issuer chooses not to promptly amend or supplement the Private Placement Memorandum in the manner described in clause (b) above, then all solicitations and sales of Notes shall be suspended until such time as the Issuer has so amended or supplemented the Private Placement Memorandum, and made such amendment or supplement available to the Dealer. (d) Without limiting the generality of Section 4.3(a), the Issuer shall review, amend and supplement the Private Placement Memorandum on a periodic basis to ensure that the information, including financial information, provided in the Private Placement Memorandum does not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. View More

Disclosure. Each Stockholder hereby agrees that Parent Synta and the Company may publish and disclose in any registration statement, any resale registration statement relating thereto (including all documents and schedules filed with the SEC), the Proxy Statement, any prospectus filed with any regulatory authority in connection with the Merger and any related documents filed with such regulatory authority and as otherwise required by law, Law, such Stockholder's identity and ownership of Shares and the... nature of such Stockholder's commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to the Proxy Statement or prospectus or in any other filing made by Parent Synta or the Company as required by law Law or the terms of the Merger Agreement, including with the SEC or other regulatory authority, relating to the Merger, all subject to prior review and an opportunity to comment by such Stockholder's counsel. Merger. View More

Disclosure. Each Stockholder hereby agrees that Parent DPRX and the Company PLx may publish and disclose in any registration statement, any resale registration statement relating thereto (including all documents and schedules filed with the SEC), the Joint Proxy Statement, any prospectus filed with any regulatory authority in connection with the Merger and any related documents filed with such regulatory authority and as otherwise required by law, Law, such Stockholder's identity and ownership of Shares... and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to the Joint Proxy Statement or prospectus or in any other filing made by Parent DPRX or the Company PLx as required by law Law or the terms of the Merger Agreement, including with the SEC or other regulatory authority, relating to the Merger, all subject to prior review and an opportunity to comment by such Stockholder's counsel. Merger. View More

Disclosure. Each Stockholder hereby agrees that Parent Zalicus and the Company may publish and disclose in any registration statement, the Registration Statement, any resale registration statement relating thereto (including all documents and schedules filed with the SEC), the Proxy Statement, any prospectus filed with any regulatory authority in connection with the Merger and any related documents filed with such regulatory authority and as otherwise required by law, Law, such Stockholder's identity and... ownership of Shares and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to the Proxy Registration Statement or prospectus or in any other filing made by Parent Zalicus or the Company as required by law Law or the terms of the Merger Agreement, including with the SEC or other regulatory authority, relating to the Merger, all subject to prior review and an opportunity to comment by such Stockholder's counsel. View More

Disclosure. Shareholder hereby permits PHC and MBI and PHC to publish and disclose in the Proxy Statement and Form S-4 (including, without limitation, all related documents and schedules filed with the Securities and Exchange Commission) his, her or its identity and ownership of shares of Common Stock and the nature of Shareholder's commitments, arrangements and understandings pursuant to this Agreement.

Disclosure. Shareholder hereby permits MBI NCC and PHC PCB to publish and disclose in the Proxy Statement/Prospectus and the S-4 Registration Statement and Form S-4 (including, without limitation, all related documents and schedules filed with the Securities and Exchange Commission) his, her or its identity and ownership of shares of Common Stock and the nature of Shareholder's commitments, arrangements and understandings pursuant to this Agreement.

Disclosure. Shareholder hereby permits PHC and MBI and PHC to publish and disclose in the Proxy Statement and Form S-4 (including, without limitation, all related documents and schedules filed with the Securities and Exchange Commission) his, her or its identity and ownership of shares of Common Stock and the nature of Shareholder's commitments, arrangements and understandings pursuant to this Agreement.

Disclosure. Shareholder hereby permits MBI NCC and PHC PCB to publish and disclose in the Proxy Statement/Prospectus and the S-4 Registration Statement and Form S-4 (including, without limitation, all related documents and schedules filed with the Securities and Exchange Commission) his, her or its identity and ownership of shares of Common Stock and the nature of Shareholder's commitments, arrangements and understandings pursuant to this Agreement.

Disclosure. Each Stockholder hereby agrees that Parent Synta and the Company may publish and disclose in any registration statement, any resale registration statement relating thereto (including all documents and schedules filed with the SEC), the Proxy Statement, any prospectus filed with any regulatory authority in connection with the Merger and any related documents filed with such regulatory authority and as otherwise required by law, Law, such Stockholder's identity and ownership of Shares and the... nature of such Stockholder's commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to the Proxy Statement or prospectus or in any other filing made by Parent Synta or the Company as required by law Law or the terms of the Merger Agreement, including with the SEC or other regulatory authority, relating to the Merger, all subject to prior review and an opportunity to comment by such Stockholder's counsel. Merger. View More

Disclosure. Each Stockholder hereby agrees that Parent DPRX and the Company PLx may publish and disclose in any registration statement, any resale registration statement relating thereto (including all documents and schedules filed with the SEC), the Joint Proxy Statement, any prospectus filed with any regulatory authority in connection with the Merger and any related documents filed with such regulatory authority and as otherwise required by law, Law, such Stockholder's identity and ownership of Shares... and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to the Joint Proxy Statement or prospectus or in any other filing made by Parent DPRX or the Company PLx as required by law Law or the terms of the Merger Agreement, including with the SEC or other regulatory authority, relating to the Merger, all subject to prior review and an opportunity to comment by such Stockholder's counsel. Merger. View More

Disclosure. Each Stockholder hereby agrees that Parent Zalicus and the Company may publish and disclose in any registration statement, the Registration Statement, any resale registration statement relating thereto (including all documents and schedules filed with the SEC), the Proxy Statement, any prospectus filed with any regulatory authority in connection with the Merger and any related documents filed with such regulatory authority and as otherwise required by law, Law, such Stockholder's identity and... ownership of Shares and the nature of such Stockholder's commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit to the Proxy Registration Statement or prospectus or in any other filing made by Parent Zalicus or the Company as required by law Law or the terms of the Merger Agreement, including with the SEC or other regulatory authority, relating to the Merger, all subject to prior review and an opportunity to comment by such Stockholder's counsel. View More