Public Announcements; Statements. Neither the Company nor any officer or other representative of the Company (including ▇▇▇▇ ▇▇▇▇▇▇▇) shall make any public filing or announcement, or public issue, or release or deliver to any person any statement of any kind concerning this Amendment or the subject matter hereof, including relating to the transactions effected by or contemplated by this Amendment, or the Restructuring or any Monetization Activities and including any proxy materials, disclosures or other distributions relating to any Required Consents (collectively, a “Release”), without the Collateral Agent having first had an opportunity to review such Release and having approved such Release in writing. The Collateral Agent’s right to review and approve any Release shall extend, without limitation, to any Release in the form of a Form 8-K or other securities filing and, any report issued to lenders, investors or prospective investors or lenders, any press release relating to the transactions effected or contemplated by this Amendment or any Monetization Activities. The Company shall provide the Collateral Agent with interim and final drafts of any and all proposed Releases as soon as available, and with sufficient time to permit the Collateral Agent to review any and all Releases prior to any and all deadlines for the issuance or filing of such Release imposed by this Amendment or any applicable legal requirement. In any event, and without limiting the foregoing, the Company, shall provide the Collateral Agent with not less than the time periods specified below to review any proposed Release: (i) not less than two (2) Business Days for any draft Form 8-K, with at least one (1) additional Business Day’s prior written notice of the date and approximate time that the Company shall distribute such proposed Form 8-K to the Collateral Agent for its review; (ii) not less than ten (10) Business Days for any proposed interim or final draft proxy materials, including Form DEF 14A filings, with an at least an additional (2) Business Days’ prior written notice of the date and approximate time that the Company shall distribute such proposed proxy material to the Collateral Agent for its review; and (iii) not less than seven (7) Business Days of receipt of any draft of any other Release, with an additional one (1) Business Days’ prior written notice of the date and approximate time that the Company shall distribute such other Release to the Collateral Agent for its review. Other than the items above, any reports issued by the Company or any officer or other representative of the Company to lenders, investors or prospective investors or lenders or any interviews or any statements delivered to any person of any kind, and any interview related to the transactions described herein or any Monetization Activities may only disclose content that had (i) previously been approved by the Collateral Agent for disclosure or (ii) had been previously made public by a method that was not in violation of this Section. Without limiting the foregoing, neither the Company nor any officer or other representative of the Company shall, without the prior written approval of the Collateral Agent, (i) make any type of public announcement or communication of any nature or description that identifies or refers to the Purchaser or the Collateral Agent or any Affiliate thereof, whether in oral, written, electronic or other form or (ii) make any written, visual or electronic communication identifying or referring to the Purchaser or the Collateral Agent or any of their Affiliates, other than such disclosures or other submissions as are legally required and solely to the limited extent so required, and provided that the Company shall provide the Collateral Agent with prior written notice of any such proposed disclosure, including the reason therefor, to the extent legally permissible.
Appears in 2 contracts
Sources: Revenue Sharing and Securities Purchase Agreement (Marathon Patent Group, Inc.), Revenue Sharing and Securities Purchase Agreement (Marathon Patent Group, Inc.)