Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
11 12
Disclosure; 12.Disclosure; Waiver.
As soon as practicable, but in no event later than one business day, after execution of In connection with the entry into this
Agreement, the Company agreement, TWNI will file
(to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (
...the "Exchange Act") (the "Form 8-K"), disclosing, to the extent not previously disclosed, (a) Act"), reporting the material terms of this Agreement and (b) any other material non-public information that the Sponsor, the Company, or any person acting on behalf of either has provided to Investor at any time prior to the filing of the Form 8-K. Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. The Company TWNI agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of the Company's TWNI's officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving the Company, TWNI, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Sponsor TWNI shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the Company acknowledge "Disclosure Document") disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and represent any other material, nonpublic information that upon TWNI has provided to Investor at any time prior to the filing of the Form 8-K, Disclosure Document. Upon the issuance of the Disclosure Document, to TWNI's knowledge, Investor shall not be in possession of any material non-public material, nonpublic information received from the Sponsor, the Company, TWNI or any person acting on behalf of either. its officers, directors or employees.
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Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
11 12 12. Disclosure; Waiver. As soon as practicable, but in no event later than one business day, after execution of this
Agreement, the Company Agreement by all parties, BACA will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (the "Form 8-K"), disclosing, to the extent not previous
...ly publicly disclosed, (a) the all material terms of this Agreement the transactions contemplated hereby and (b) any other material non-public information that the Sponsor, the Company, BACA, or any person acting on behalf of either has provided to Investor at any time prior to the filing of the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. The Company BACA agrees that the name of Investor (and, for the investor avoidance of doubt, any affiliate thereof) shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of the Company's BACA's officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving the Company, BACA, including without limitation, any claims arising under Rule 10-b(5) of 10b-5 under the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Sponsor and the Company BACA acknowledge and represent that upon the filing of the Form 8-K, Investor shall not be in possession of any material non-public information received from the Sponsor, the Company, BACA, or any person acting on behalf of either.
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Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
11 12
Disclosure; 12.Disclosure; Waiver.
As soon as practicable, but in no event later than one business day, after execution of In connection with the entry into this
Agreement, the Company agreement, TWOA will file
(to the extent that it has not already filed) a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (
...the "Exchange Act") (the "Form 8-K"), disclosing, Act"), reporting, to the extent not previously publicly disclosed, (a) the material terms of this Agreement and (b) any other material non-public information that the Sponsor, the Company, or any person acting on behalf of either has provided to Investor at any time prior to the filing of the Form 8-K. Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. The Company TWOA agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of the Company's TWOA's officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination involving the Company, TWOA, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. The Sponsor TWOA shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the Company acknowledge "Disclosure Document") disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby and represent any other material, nonpublic information that upon TWOA has provided to Investor at any time prior to the filing of the Form 8-K, Disclosure Document. Upon the issuance of the Disclosure Document, to TWOA's knowledge, Investor shall not be in possession of any material non-public material, nonpublic information received from the Sponsor, the Company, TWOA or any person acting on behalf of either. its officers, directors or employees.
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