SEC Filings Clause Example with 6 Variations from Business Contracts

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

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

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. 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 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 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 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. 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

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 the appointment of the New Directors and appending or incorporating by reference this Agreement as an 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 any comments of the Investor Group. (b) As so...on as practicable following the execution of this Agreement, if required by the Exchange Act, the Investor Group shall file with the SEC either (i) an amendment to that certain Schedule 13G, dated February 16, 2021, as amended and may be amended with respect to the Company that has been filed with the SEC, or (ii) a Schedule 13D, in either case reporting the 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 thereto (the "Investor Group Filing"). The Investor Group shall provide the execution of this Agreement, Company with a reasonable opportunity to review and comment on the Investor Group shall file an amendment Filing prior to its Schedule 13D with respect to the Company that has been it being filed with the SEC, reporting SEC and consider in good faith any comments of 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. Company. (c) Except for amendments to the Schedule 13D filed by the Investor Group Filing 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

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

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. 10 (b) No later than two (2) business days following the execution of this Agreement, the Investor Group shall shall, if required, file an amendment to its with the SEC a Schedule 13D with respect to the Company that has been filed wi...th the SEC, Company, 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. Except for amendments to the Schedule 13D 13D, if any, 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, Stock, 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 statement 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