SEC Filings Contract Clauses (55)

Grouped Into 5 Collections of Similar Clauses From Business Contracts

This page contains SEC Filings clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
SEC Filings. (a) No later than two (2) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. (b) No later than two (2) business days following the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with the SEC, reporting the entry into t...his Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. Except for amendments to the Schedule 13D filed by the Investor Group made solely to report material changes to the information contained therein, including a change in the level of ownership of Common Stock and the entry into this Agreement and the issuance of the Press Release, none of the Investors or the New Director shall, during the Standstill Period, (i) issue a press release in connection with this Agreement or the actions contemplated hereby or (ii) otherwise make any public statement, disclosure or announcement with respect to this Agreement or the actions contemplated hereby, in each case without the prior written consent of the Company, with such consent to be approved by a majority vote of the Board, unless required by applicable law. View More
Found in FOSTER L B CO contract
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SEC Filings. (a) No later than two (2) four (4) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting entry into this Agreement the appointment of the New Directors and appending or incorporating by reference this Agreement as an exhibit thereto. exhibit. The Company shall provide the Investor Group with a reasonable opportunity to review and comment on the Form 8-K prior to it being filed with the SEC and consider in good faith an...y comments of the Investor Group. (b) No later than two (2) business days following the execution of this Agreement, the Investor Group shall file an amendment to its that certain Schedule 13D 13D, dated January 18, 2019, as amended and may be amended (the "Schedule 13D") with respect to the 10 Company that has been filed with the SEC, reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. thereto (the "Schedule 13D Amendment"). The Investor Group shall provide the Company with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company. (c) Except for amendments to the Schedule 13D filed by the Investor Group made solely to report material changes to the information contained therein, including a change in the level of ownership of Common Stock and the entry into this Agreement and the issuance of the Press Release, none of the Investors or the New Director shall, during the Standstill Period, (i) issue a press release in connection with this Agreement or the actions contemplated hereby or (ii) otherwise make any public statement, disclosure or announcement with respect to this Agreement or the actions contemplated hereby, in each case without the prior written consent of the Company, with such consent to be approved by a majority vote of the Board, unless required by applicable law. law, rules or regulations in which case the Investor shall first preview such disclosure or announcement with the Company in advance of making such disclosure or announcement and consider comments by the Company. View More
Found in NN INC contract
SEC Filings. (a) No later than two (2) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting entry into this Agreement the appointment of the New Directors and appending or incorporating by reference this Agreement as an exhibit thereto. (b) exhibit, provided that the Company shall first preview such Current Report with the Investors in advance of making such filing and consider comments by the Investors. No later than two (2) busi...ness days following the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with the SEC, SEC reporting the its entry into this Agreement, amending disclosing applicable items to conform to their its obligations hereunder and appending or incorporating by reference including the terms of this Agreement, conforming Item 4 thereof to the agreements and restrictions of this Agreement and including this Agreement as an exhibit thereto. Except for amendments to thereto (the "Schedule 13D Amendment"), provided that the Investor Group shall first preview the Schedule 13D filed Amendment with the Company in advance of making such filing and consider comments by the Investor Group made solely to report material changes to the information contained therein, including a change in the level of ownership of Common Stock and the entry into this Agreement and the issuance of the Press Release, none Company. (b) None of the Investors or the New Director shall, during the Standstill Period, (i) issue a press release regarding the Company or in connection with this Agreement or the actions contemplated hereby by this Agreement or (ii) otherwise make any public statement, disclosure or announcement with respect to the Company or this Agreement or the actions contemplated hereby, by this Agreement, in each case without the prior written consent of the Company, with such consent to be approved by a majority vote of the Board, unless required by applicable law. law, rules or regulations in which case the Investor shall first preview such disclosure or announcement with the Company in advance of making such disclosure or announcement and consider comments by the Company. 13 9. Specific Performance. Each of the Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party to this Agreement would occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable in monetary damages. It is accordingly agreed that the Investors or any Investor, on the one hand, and the Company, on the other hand (the "Moving Party"), shall each be entitled to specific enforcement of, and injunctive or other equitable relief as a remedy for any such breach or to prevent any violation or threatened violation of, the terms of this Agreement, and the other party to this Agreement will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. The parties further agree to waive any requirement for the security or posting of any bond in connection with any such relief. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or equity. View More
Found in Kohl's Corp. contract
SEC Filings. (a) No later than two (2) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. thereto (the "Form 8-K"). (b) No later than two (2) business days following None of the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with t...he SEC, reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. Except for amendments to the Schedule 13D filed by the Investor Group made solely to report material changes to the information contained therein, including a change in the level of ownership of Common Stock D. E. Shaw Parties shall, and the entry into this Agreement and the issuance of the Press Release, none of the Investors or the New Director shall, D. E. Shaw Parties shall cause their Related Persons not to, during the Standstill Period, (i) issue a press release in connection with this Agreement or any of the actions contemplated hereby or (ii) otherwise make any public statement, disclosure or announcement with respect to this Agreement or any of the actions contemplated hereby, in each case without case, that is inconsistent with the statements and disclosures set forth in the Form 8-K or in the Press Release, except as required by law or the rules or regulations of any governmental or regulatory authority or applicable stock exchange listing rules or with the prior written consent of the Company, with such consent to be approved by a majority vote Company. 14 10. Specific Performance. Each of the Board, unless required D. E. Shaw Parties and the Company acknowledges and agrees that irreparable injury to the other party hereto would occur in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that such injury would not be adequately compensable by applicable law. the remedies available at law (including the payment of money damages). It is accordingly agreed that each of the D. E. Shaw Parties and the Company (the "Moving Party") shall be entitled to specific enforcement of, and injunctive or other equitable relief as a remedy for any such breach or to prevent any violation or threatened violation of, the terms hereof, and the other party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. The parties further agree to waive any requirement for the security or posting of any bond in connection with any such relief. View More
Found in Bunge LTD contract
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SEC Filings. (a) Promptly following the execution and delivery of this Agreement, the Company shall issue a press release (the "Press Release") announcing this Agreement, substantially in the form attached hereto as Exhibit B. Following the execution and delivery of this Agreement and prior to the issuance of the Press Release, neither the Company nor any of the Investors shall issue any press release or public announcement regarding this Agreement or take any action that would require public disclosure ther...eof without the prior written consent of the other party. (b) No later than two (2) Business Days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Form 8-K shall be consistent with the terms of this Agreement and the Press Release. The Company shall provide the Investors and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Investors and their Representatives. 7 (c) No later than two (2) Business Days following the date of this Agreement, the Investors shall file with the SEC an amendment to the Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the "Schedule 13D Amendment"). The Schedule 13D Amendment shall be consistent with the terms of this Agreement and the Press Release. The Investors shall provide the Company and its Representatives with a reasonable opportunity to review the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives. View More
Found in POTBELLY CORP contract
SEC Filings. (a) Promptly following the execution and delivery of this Agreement, the Company shall issue a press release (the "Press Release") announcing this Agreement, substantially in form and substance as mutually agreed to by the form attached hereto as Exhibit B. Investors and the Company. Following the execution and delivery of this Agreement Agreement, and prior to the earlier of the issuance of the Press Release, Release and the filing of the Form 8-K, neither the Company nor any of the Investors s...hall issue any press release or public announcement regarding this Agreement or the subject matter thereof, or take any action that would require public disclosure thereof without the prior written consent of the other party. (b) No later than two (2) Business Days following the date of this Agreement, the The Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Form 8-K shall be consistent with the terms of this Agreement and the Press Release. The Company shall provide the Investors and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Investors and their Representatives. 7 (c) No later than two (2) Business Days following Following the date filing of this Agreement, the Form 8-K, the Investors shall file with the SEC an amendment to the Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the "Schedule 13D Amendment"). The Schedule 13D Amendment shall be include information that is consistent in all material respects with the terms of this Agreement and the Press Release. The Investors shall provide the Company and its Representatives with a reasonable opportunity to review the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives. 7 7. Confidentiality. (a) For securities laws purposes only, as a condition to the Investor Representative's appointment to the Board, the Investor Representative and the Investors shall enter into a confidentiality agreement with the Company substantially in the form attached hereto as Exhibit C (the "Confidentiality Agreement"). (b) For the avoidance of doubt, the parties acknowledge and agree that the obligations of the Investor Representative under the Confidentiality Agreement shall be in addition to, and not in lieu of, the Investor Representative's confidentiality obligations under Delaware law and the Charter, the By-Laws and applicable Company Policies. View More
Found in Daseke, Inc. contract
SEC Filings. (a) Promptly following the execution and delivery of this Agreement, the Company shall issue a press release (the "Press Release") announcing this Agreement, substantially in the form attached hereto as Exhibit B. Following the execution and delivery of this Agreement and prior to the issuance of the Press Release, neither the Company nor any of the Investors shall issue any press release or public announcement regarding this Agreement or take any action that would require public disclosure ther...eof without the prior written consent of the other party. (b) No later than two (2) Business Days following the date of this Agreement, Effective Date, the Company shall file with the SEC a Current Report on Form 8-K reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Form 8-K shall be consistent with the terms of this Agreement and the Press Release. Agreement. The Company shall provide the Investors Group, and their Representatives respective Representatives, with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Investors and their Representatives. 7 (c) Group. (b) No later than two (2) Business Days following the date of this Agreement, Effective Date, the Investors Group shall file with the SEC an amendment to the their Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the "Schedule 13D Amendment"). The Schedule 13D Amendment shall be consistent with the terms of this Agreement and the Press Release. Agreement. The Investors Group shall provide the Company and its Representatives with a reasonable opportunity to review the their Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives. View More
Found in HARTE HANKS INC contract
SEC Filings. (a) Promptly No later than two Business Days following the execution and delivery of this Agreement, the Company shall issue a press release (the "Press Release") announcing this Agreement, substantially in the form attached hereto as Exhibit B. Following the execution and delivery of this Agreement and prior to the issuance of the Press Release, neither the Company nor any of the Investors shall issue any press release or public announcement regarding this Agreement or take any action that woul...d require public disclosure thereof without the prior written consent of the other party. (b) No later than two (2) Business Days following the date of this Agreement, the Company Kanen Group shall file with the SEC a Current Report on Form 8-K an amendment to its Schedule 13D in compliance with Section 13 of the Exchange Act, reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Form 8-K shall be consistent with the terms of this Agreement and the Press Release. The Company shall provide the Investors and their Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Investors and their Representatives. 7 (c) No later than two (2) Business Days following the date of this Agreement, the Investors shall file with the SEC an amendment to the Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the "Schedule 13D Amendment"). The Schedule 13D Amendment shall be consistent with the terms of this Agreement and the Press Release. Agreement. The Investors Kanen Group shall provide the Company and its Representatives with a reasonable opportunity to review the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives. (b) No later than four Business Days following the execution of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K, reporting its entry into this Agreement and appending this Agreement as an exhibit thereto (the "Form 8-K"). The Form 8-K shall be consistent with the terms of this Agreement. The Company shall provide the Kanen Group and its Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and consider in good faith any comments of the Kanen Group and its Representatives. View More
Found in MAGICJACK VOCALTEC LTD contract
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SEC Filings. (a) No later than two (2) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting the entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. The Company shall provide the Investor Group and its counsel a reasonable opportunity to review and comment on the Form 8-K prior to such filing, which comments shall be considered in good faith. (b) No later than two (2) business... days following the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with the SEC, reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Investor Group shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule 13D prior to such filing, which comments shall be considered in good faith. View More
Found in Meet Group, Inc. contract
SEC Filings. (a) No later than two (2) four business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting the entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. The Company shall provide the Investor Group and its counsel a reasonable 10 opportunity to review and comment on the Form 8-K prior to such filing, which comments shall be considered in good faith. (b) No later than two (2) ...business days following the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with the SEC, reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Investor Group shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule 13D prior to such filing, which comments shall be considered in good faith. View More
Found in EVINE Live Inc. contract
SEC Filings. (a) No later than two (2) business days following the execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC reporting the entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. The Company shall provide the Investor Group and its counsel a reasonable opportunity (no later than 5:00 pm EDT on the business day immediately preceding the date of the filing of the Current Report on Form 8-K) to review and com...ment on the Form 8-K prior to such filing, which comments shall be considered in good faith. (b) No later than two (2) business days following the execution of this Agreement, the Investor Group shall file an amendment to its Schedule 13D with respect to the Company that has been filed with the SEC, reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder hereunder, reporting that it is converting its Schedule 13D to a Schedule 13G and appending or incorporating by reference this Agreement as an exhibit thereto. The Investor Group shall provide the Company and its counsel a reasonable opportunity (no later than 5:00 pm EDT on the business day immediately preceding the date of the filing of the Schedule 13D amendment) to review and comment on the Schedule 13D amendment prior to such filing, which comments shall be considered in good faith. View More
Found in RAIT Financial Trust contract
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SEC Filings. (a) Promptly following the Effective Date, the Corporation will issue a press release (the "Press Release") substantially in the form attached hereto as Exhibit B. Following the Effective Date, the Corporation shall file with the SEC a Current Report on Form 8-K to report its entry into this Agreement and appending this Agreement as an exhibit thereto (the "Form 8-K"). The disclosures contained in the Form 8-K relating to this Agreement shall be consistent with the terms of this Agreement. The C...orporation shall provide the Driver Parties with a reasonable opportunity to review and comment on the Form 8-K prior to its filing with the SEC and consider in good faith any comments of the Driver Parties. 12 (b) No later than two (2) business days following the Effective Date, the Driver Parties shall file with the SEC an amendment to that certain Schedule 13D, dated July 6, 2021, as amended (the "Driver Schedule 13D") in compliance with Section 13 of the Exchange Act to report their entry into this Agreement and appending this Agreement as an exhibit thereto or incorporating this Agreement by reference to the Corporation's Current Report on Form 8-K referred to in Section 11(a) hereof (the "Driver Schedule 13D Amendment"). The disclosures in the Driver Schedule 13D Amendment relating to this Agreement shall be consistent with the terms of this Agreement. The Driver Parties shall provide the Corporation with a reasonable opportunity to review and comment on the Driver Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Corporation. (c) Except as otherwise provided in this Agreement, the Driver Parties shall not make any public statements related to this Agreement or take any action that would require public disclosure thereof. View More
Found in CODORUS VALLEY BANCORP INC contract
SEC Filings. (a) Promptly following the Effective Date, the Corporation will issue a press release (the "Press Release") substantially in the form attached hereto as Exhibit B. Following the Effective Date, the Corporation First United shall file with the SEC a Current Report on Form 8-K to report its entry into this Agreement and appending this Agreement as an exhibit thereto (the "Form 8-K"). The disclosures contained in the Form 8-K relating to this Agreement shall be consistent with the terms of this Agr...eement. The Corporation shall provide the Driver Parties with a reasonable opportunity to review and comment on the Form 8-K prior to its filing with the SEC and consider in good faith any comments of the Driver Parties. 12 10 (b) No later than two (2) business days following the Effective Date, the Reporting Persons on the Driver Parties Schedule 13D shall file with the SEC an amendment to that certain the Driver Schedule 13D, dated July 6, 2021, as amended (the "Driver Schedule 13D") 13D in compliance with Section 13 of the Exchange Act to report their entry into this Agreement and appending this Agreement as an exhibit thereto or incorporating this Agreement by reference to the Corporation's First United's Current Report on Form 8-K referred to in Section 11(a) 10(a) hereof (the "Driver Schedule 13D Amendment"). The disclosures in the Driver Schedule 13D Amendment relating to this Agreement shall be consistent with the terms of this Agreement. The Driver Parties shall provide the Corporation with a reasonable opportunity to review and comment on the Driver Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Corporation. (c) Except as otherwise provided in this Agreement, Section 10, the Driver Parties shall not make any public statements related to this Agreement or take any action that would require public disclosure thereof. Agreement. View More
Found in FIRST UNITED CORP contract
SEC Filings. (a) Promptly following the Effective Date, the Corporation will issue a press release (the "Press Release") substantially in the form attached hereto as Exhibit B. Following the Effective Date, the Corporation shall file with the SEC a Current Report on Form 8-K to report its entry into this Agreement and appending this Agreement as an exhibit thereto (the "Form 8-K"). The disclosures contained in the Form 8-K relating to this Agreement shall be consistent with the terms of this Agreement. The C...orporation shall provide the Driver Parties with a reasonable opportunity to review and comment on the Form 8-K prior to its filing with the SEC and consider in good faith any comments of the Driver Parties. 12 (b) No later than two (2) business days following the Effective Date, the Driver Parties shall file with the SEC an amendment to that certain Schedule 13D, dated July 6, 2021, as amended (the "Driver Schedule 13D") in compliance with Section 13 of the Exchange Act to report their entry into this Agreement and appending this Agreement as an exhibit thereto or incorporating this Agreement by reference to the Corporation's Current Report on Form 8-K referred to in Section 11(a) hereof (the "Driver Schedule 13D Amendment"). The disclosures in the Driver Schedule 13D Amendment relating to this Agreement shall be consistent with the terms of this Agreement. The Driver Parties shall provide the Corporation with a reasonable opportunity to review and comment on the Driver Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Corporation. (c) Except as otherwise provided in this Agreement, the Driver Parties shall not make any public statements related to this Agreement or take any action that would require public disclosure thereof. View More
Found in FIRST OF LONG ISLAND CORP contract
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SEC Filings. (a) The Company shall file promptly with the SEC a Form 8-K reporting entry into this Amendment (the "Form 8-K") and appending this Amendment as an exhibit thereto. (b) The Stadium Capital Group shall promptly, but in no case prior to the date of filing of the Form 8-K by the Company, file an amendment to the Stadium Capital Schedule 13D, reporting the entry into this Amendment and appending this Amendment as an exhibit thereto.
Found in Big 5 Sporting Goods Corp contract
SEC Filings. (a) The Company shall file promptly with the SEC a Form 8-K reporting entry into this Amendment Agreement (the "Form 8-K") and appending this Amendment Agreement as an exhibit thereto. 8 Execution Version (b) The Stadium Capital Group shall promptly, but in no case prior to the date of filing of the Form 8-K by the Company, Company pursuant to Section 6(a) hereof, file an amendment to the Stadium Capital Schedule 13D, reporting the entry into this Amendment Agreement and appending this Amendment... Agreement as an exhibit thereto. View More
Found in Big 5 Sporting Goods Corp contract
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