Common use of 1934 Act Reports Clause in Contracts

1934 Act Reports. Prior to the execution of this Agreement, Purchaser has delivered or made available to Target complete and accurate copies of (a) Purchaser's Annual Reports on Form 10-K for the years ended December 31, 1993, 1994 and 1995 (the "Purchaser 10-K Reports") as filed with the SEC, (b) all Purchaser proxy statements and annual reports to shareholders used in connection with meetings of Purchaser shareholders held since January 1, 1991 and (c) Purchaser's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (the "Purchaser 10-Q Reports") as filed with the SEC. As of their respective dates or as subsequently amended prior to the date hereof, such documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. Since January 1, 1991, Purchaser has filed in a timely manner all reports that it was required to file with the SEC pursuant to the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "1934 Act").