Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (Jeffs' Brands LTD)
Accounting Controls. The Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company and each of its subsidiaries maintain Subsidiaries maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Disclosure Package and the Prospectus, the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)controls. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Nuvve Holding Corp.), Underwriting Agreement (GlucoTrack, Inc.), Underwriting Agreement (Avenue Therapeutics, Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting. Notwithstanding any provision above, including any corrective actions nothing in this Agreement requires the Company to comply with regard to significant deficiencies or material weaknesses, since Section 404 of the respective dates Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusan earlier date than it would otherwise be required to do so under applicable law.
Appears in 8 contracts
Samples: Underwriting Agreement (Nyiax, Inc.), Underwriting Agreement (Majestic Ideal Holdings LTD), Underwriting Agreement (Intelligent Group LTD)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Vocodia Holdings Corp), Underwriting Agreement (Vocodia Holdings Corp), Underwriting Agreement (Vocodia Holdings Corp)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Maris Tech Ltd.), Underwriting Agreement (Sharps Technology Inc.), Underwriting Agreement (Maris Tech Ltd.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc), Super Micro Computer, Inc.
Accounting Controls. The Each of the Company and its subsidiaries maintain the Operating Partnership maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act, as applicable) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their the Company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSgenerally accepted accounting principles. The Each of the Company and its subsidiaries maintain the Operating Partnership maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Based on each of the Company’s and the Operating Partnership’s most recent evaluation of its internal control over financial reporting pursuant to Rule 13a-15(c) or Rule 15d-15(c) of the Exchange Act, as applicable, except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, there are no material weaknesses in the Company’s or the Operating Partnership’s internal control over financial reporting is effective reporting. The Company’s and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since Operating Partnership’s auditors and the date Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, Company have been advised of: (x) the Company’s auditors have not been advised of (A) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s or the Operating Partnership’s ability to record, process, summarize, summarize and report financial datainformation; or and (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Company’s or the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such Operating Partnership’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 6 contracts
Samples: Mid-America Apartments, L.P., Mid-America Apartments, L.P., Mid-America Apartments, L.P.
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) and 15d-15 of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Other than Except as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, there are no material weaknesses in the Company’s internal control controls over financial reporting is effective reporting; and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since since the date of the most recent balance sheet included evaluation of such internal controls over financial reporting, there has been no change in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s internal controls over financial reporting that could reasonably be expected to have a Material Adverse Effect. The Company’s auditors and the Audit Committee of the Board of Directors have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 6 contracts
Samples: Distribution Agreement (Retail Properties of America, Inc.), Distribution Agreement (Retail Properties of America, Inc.), Distribution Agreement (Retail Properties of America, Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting. Notwithstanding any provision above, including any corrective actions nothing in this Agreement requires the Company to comply with regard to significant deficiencies or material weaknesses, since Section 404 of the respective dates Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusan earlier date than it would otherwise be required to do so under applicable law.
Appears in 6 contracts
Samples: Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (SQL Technologies Corp.), Underwriting Agreement (Sacks Parente Golf, Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Clip Interactive, LLC)
Accounting Controls. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Xxxxxxxx Xxxx and their subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Risk Factors”, the Company and its subsidiaries Xxxxxxxx Xxxx maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s and Xxxxxxxx Lane’s internal controls. The Company’s and Xxxxxxxx Lane’s auditors and the Audit Committee of the Board of Directors of the Company and the Board of Directors of Xxxxxxxx Xxxx have not each been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s or Xxxxxxxx Lane’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Xxxxxxxx Lane’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 5 contracts
Samples: Letter Agreement (Hamilton Lane INC), Hamilton Lane INC, Hamilton Lane INC
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 5 contracts
Samples: Cardlytics, Inc., Altus Power, Inc., iRhythm Technologies, Inc.
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed differences and (v) interactive data in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) Prospectus has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. There are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 5 contracts
Samples: Synovus Financial (Synovus Financial Corp), Southern National Bancorp of Virginia Inc, Synovus Financial Corp
Accounting Controls. The Company and its subsidiaries maintain is in the process of establishing systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that will comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Castellum, Inc.), Underwriting Agreement (Castellum, Inc.), Underwriting Agreement (Castellum, Inc.)
Accounting Controls. The Except as described in the Registration Statement, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Forza X1, Inc.), Underwriting Agreement (Forza X1, Inc.), Underwriting Agreement (Twin Vee PowerCats, Co.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company’s internal control over financial reporting is effective (it being understood that the Company is not required as of the date hereof to comply with Section 404 of the Xxxxxxxx-Xxxxx Act) and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the audit committee of the board of directors of the Company have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (BioNexus Gene Lab Corp)
Accounting Controls. The Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain , including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses weaknesses, if any, in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, if any, known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusCompany.
Appears in 4 contracts
Samples: Underwriting Agreement (Electrameccanica Vehicles Corp.), Underwriting Agreement (Electrameccanica Vehicles Corp.), Underwriting Agreement (Electrameccanica Vehicles Corp.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the Company’s Company maintains a system of internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since Other than as disclosed in the Registration Statement, since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the board of directors of the Company have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Cyngn Inc.), Underwriting Agreement (Sunshine Biopharma, Inc), Underwriting Agreement (GigaCloud Technology Inc)
Accounting Controls. The Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations ) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (American CareSource Holdings, Inc.), Underwriting Agreement (American CareSource Holdings, Inc.), Underwriting Agreement (American CareSource Holdings, Inc.)
Accounting Controls. The Except as set forth in the Registration Statement, each of the Company and its subsidiaries Subsidiaries maintain systems a system of “internal control over financial reporting” (as defined in Rule under Rules 13a-15(f) of under the Exchange ActAct Regulations) that comply complies with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain , including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the ability of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements included in the Pricing Disclosure Package, there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Versus Systems Inc.), Underwriting Agreement (Versus Systems Inc.), Underwriting Agreement (Versus Systems Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of effective “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements and a system of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Registration StatementCompany’s internal control over financial reporting, and there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting since the respective dates as of which information is effective and the Company is not aware of any other material weaknesses given in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the . The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting reporting. The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act); the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations under the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company or its subsidiaries; and (y) there have been no significant changes in required under the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, Exchange Act with respect to such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusreports.
Appears in 3 contracts
Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Guidewire Software, Inc.), Avanir Pharmaceuticals, Inc., Biocryst Pharmaceuticals Inc
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company’s internal control over financial reporting is effective (it being understood that the Company is not required as of the date hereof to comply with Section 404 of the Sxxxxxxx-Xxxxx Act) and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the audit committee of the board of directors of the Company have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Globavend Holdings LTD), Underwriting Agreement (BioNexus Gene Lab Corp), Underwriting Agreement (AiXin Life International, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls (it being understood that the Company is not required to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection thereunder (the “Xxxxxxxx-Xxxxx Act”) as of the date hereof). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc)
Accounting Controls. The Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule under Rules 13a-15(f) of under the Exchange ActAct Regulations) that comply complies with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (ia) transactions are executed in accordance with management’s general or specific authorizations; (iib) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iiic) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivd) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company is not aware of any material weaknesses in its internal controls. The Company Auditor and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the ability of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements incorporated by reference into the Pricing Disclosure Package, there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (Toughbuilt Industries, Inc), Underwriting Agreement (Toughbuilt Industries, Inc)
Accounting Controls. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Vallon Pharmaceuticals, Inc.), Underwriting Agreement (Vallon Pharmaceuticals, Inc.), Warrant Agency Agreement (Auddia Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Disclosure Package and the Prospectus, the Company is not aware of any other material weaknesses in its internal control over financial reporting controls. The Auditors (whether or not remediated). Since during the date time of their engagement) and the Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses weaknesses, if any, in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, if any, known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting. Aegis Capital Corp. May [●], including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.2017
Appears in 3 contracts
Samples: Placement Agency Agreement (Boxlight Corp), Placement Agency Agreement (Boxlight Corp), Placement Agency Agreement (Boxlight Corp)
Accounting Controls. The Company and each of its subsidiaries Significant Subsidiaries, to the extent applicable, maintain systems of “effective internal control over financial reporting” reporting (as defined in under Rule 13a-15(f) of the Exchange Act) that comply with the requirements of 13a-15 and 15d-15 under the Exchange Act Regulations) and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability a system of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountabilityaccountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed described in the Registration Statement, the Pricing Prospectus and the Prospectus, since the end of the Company’s internal control over financial reporting is effective and most recent audited fiscal year, there has been (1) no material weakness in the Company is not aware of any other material weaknesses in its Company’s internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included ) and (2) no change in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect that has materially affected, or is reasonably likely to materially affect, the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting. The Company and each of its Significant Subsidiaries, to the extent applicable, maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act Regulations) that comply with the requirements of the SVS and the SBIF and the Exchange Act, to the extent applicable, and designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including any corrective actions with regard its principal executive officer or officers and principal financial officer or officers by others within those entities, as appropriate, to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package allow timely decisions regarding disclosure; and the Final Prospectussuch disclosure controls and procedures are effective.
Appears in 3 contracts
Samples: Underwriting Agreement (Corpbanca/Fi), Underwriting Agreement (Corpbanca/Fi), Corpbanca (Corpbanca/Fi)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c), there are no material weaknesses in the Company’s internal controls that are not disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Time of Sale Information and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)Prospectus. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the board of directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Central European Distribution Corp, Central European Distribution Corp, Central European Distribution Corp
Accounting Controls. The Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal control over financial reporting since the end of the Company’s most recent audited fiscal year. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (AgileThought, Inc.), Underwriting Agreement (AgileThought, Inc.), Underwriting Agreement (AgileThought, Inc.)
Accounting Controls. The Except as described in the Registration Statement, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ and its Subsidiaries’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Perfect Moment Ltd.), Underwriting Agreement (Perfect Moment Ltd.), Underwriting Agreement (Perfect Moment Ltd.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Pricing Package and the Prospectus, the Company’s internal control over financial reporting is effective (it being understood that the Company is not required as of the date hereof to comply with Section 404 of the Xxxxxxxx-Xxxxx Act) and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the audit committee of the board of directors of the Company have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Mingteng International Corp Inc.), Underwriting Agreement (Mingteng International Corp Inc.), Underwriting Agreement (Mingteng International Corp Inc.)
Accounting Controls. The Except as set forth in the Registration Statement, each of the Company and its subsidiaries Subsidiaries maintain systems a system of “internal control over financial reporting” (as defined in Rule under Rules 13a-15(f) of under the Exchange ActAct Regulations) that comply complies with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the ability of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements included in the Pricing Disclosure Package, there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the The Company’s internal control over financial reporting is effective independent auditors and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company have not been advised of of: (Ai) any new all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of the internal control over financial reporting of the Company and its subsidiaries controls which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; or and (Bii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the Company or its subsidiaries; most recent evaluation of such disclosure controls and (y) procedures and internal controls, there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries controls or in other factors that could significantly affect, such affect internal control over financial reportingcontrols, including any corrective actions with regard to significant deficiencies or and material weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusstatements contained in each such certifications are complete and correct.
Appears in 3 contracts
Samples: Underwriting Agreement (Wisconsin Public Service Corp), Underwriting Agreement (Wisconsin Public Service Corp), Wisconsin Public Service Corp
Accounting Controls. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (EzFill Holdings Inc), Underwriting Agreement (EzFill Holdings Inc), Underwriting Agreement (EzFill Holdings Inc)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company GAAP, and its subsidiaries maintain internal accounting controls sufficient are designed to provide reasonable assurance ensure that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; , and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed Since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, (X) there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting is effective and (Y) the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have has not been advised of (A1) any new significant deficiencies or material weaknesses in the design or operation of internal controls that could adversely affect the internal control over financial reporting ability of the Company and each of its subsidiaries which could adversely affect the Company’s ability Subsidiaries to record, process, summarize, summarize and report financial data; , or any material weaknesses in internal controls and (B2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting controls of the Company or and each of its subsidiaries; Subsidiaries. The Company maintains disclosure controls and procedures (yas such term is defined in Rule 13a-15(e) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures are effective in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard all material respects to significant deficiencies or material weaknesses, since perform the respective dates as of functions for which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusthey were established.
Appears in 3 contracts
Samples: Underwriting Agreement (Reebonz Holding LTD), Underwriting Agreement (Reebonz Holding LTD), Underwriting Agreement (Reebonz Holding LTD)
Accounting Controls. The Company SDH Parties and its their respective subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that are designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company SDH Parties and its their respective subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed There are no material weaknesses in the Registration Statement, the Companyany SDH Party’s internal control over financial reporting is effective and controls (it being understood that the Company is not aware required as of any other material weaknesses in its internal control over financial reporting the date hereof to comply with Section 404 of the Sarbanes Oxley Act (whether or not remediatedas defined below)). Since The auditors of each SDH Party and the date Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Companysuch SDH Party’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the such SDH Party’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Smith Douglas Homes Corp., Smith Douglas Homes Corp., Smith Douglas Homes Corp.
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the The Company’s internal control over financial reporting is effective (it being understood that the Company is not required as of the date hereof to comply with Section 404 of the Sxxxxxxx-Xxxxx Act), and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the audit committee of the board of directors of the Company have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (SAG Holdings LTD), Underwriting Agreement (SAG Holdings LTD), Underwriting Agreement (SAG Holdings LTD)
Accounting Controls. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company has no knowledge of any material weaknesses in its internal controls. The Auditor and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses weaknesses, if any, in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, if any, known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (SU Group Holdings LTD)
Accounting Controls. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Disclosure Package and the Prospectus, the Company is not aware of any other material weaknesses in its internal control over financial reporting controls. The Auditors (whether or not remediated). Since during the date time of their engagement) and the Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses weaknesses, if any, in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, if any, known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 3 contracts
Samples: Placement Agency Agreement (Addentax Group Corp.), Placement Agency Agreement (Greenpro Capital Corp.), Placement Agency Agreement (Greenpro Capital Corp.)
Accounting Controls. The Company and each of its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange ActAct (the “Exchange Act Rules”)) that comply that, except as described in the General Disclosure Package ,complies with the requirements of the Exchange Act and have has been designed by, or under the supervision of, by their respective principal executive and principal financial officers, or persons performing similar functionsunder their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountabilityaccountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration StatementStatement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the General Disclosure Package, (1) the Company’s internal control over financial reporting is effective and (2)since the Company is not aware end of any other the Company’s most recent audited fiscal year, there has been (A) no material weaknesses weakness in its the Company’s internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included ) and (B) no change in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect that has materially affected, or is reasonably likely to materially affect, the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting. The Company has no reason to believe that it does not comply with Section 215.02 of the Commission’s Compliance and Disclosure Interpretations of Regulation S-K regarding a one-year transition under Item 308(a) of Regulation S-K with respect to its annual report on Form 10-K for the year ending December 31, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package 2017 and the Final ProspectusCompany has availed itself of such relief.
Appears in 3 contracts
Samples: Underwriting Agreement (Molecular Templates, Inc.), Underwriting Agreement (Molecular Templates, Inc.), Underwriting Agreement (Molecular Templates, Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13-a15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain , including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)reporting. Since the date of the most recent balance sheet latest audited financial statements included in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, (xa) the Company’s auditors have Company has not been advised of of: (Ai) any new significant deficiencies or and/or material weaknesses in the design or operation of the Company’s internal control over financial reporting that could adversely affect or are reasonably likely to adversely affect the ability of the Company and its subsidiaries which could adversely affect the Company’s ability Subsidiaries to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Subscription Agreement (Biotechnology Value Fund L P), Subscription Agreement (BioLineRx Ltd.)
Accounting Controls. The Company and each of its subsidiaries subsidiaries, on a consolidated basis, maintain systems a system of “effective internal control over financial reporting” reporting (as defined in under Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act 13-a15 and have been designed by, or 15d-15 under the supervision of, their principal executive 1934 Act Regulations) and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability a system of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountabilityaccountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s internal control over financial reporting is effective and most recent audited fiscal year, there has been (1) no material weakness in the Company is not aware of any other material weaknesses in its Company’s internal control over financial reporting (whether or not remediated). Since ) (it being understood that this subsection shall not require the date Company to comply with Section 404 of the most recent balance sheet included in Xxxxxxxx-Xxxxx Act of 2002 (together with all rules and regulations promulgated thereunder or implementing the Registration Statementprovisions thereof, the Pricing Disclosure Package “Xxxxxxxx-Xxxxx Act”) as of an earlier date than it would otherwise be required to so comply under applicable law) and the Final Prospectus, (x2) no change in the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company that has materially and its subsidiaries which could adversely affect affected, or is reasonably likely to materially and adversely affect, the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (A.K.A. Brands Holding Corp.), Underwriting Agreement (A.K.A. Brands Holding Corp.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since Other than as disclosed in the Registration Statement, since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the audit committee of the board of directors of the Company have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Cyngn, Inc.), Underwriting Agreement (Singing Machine Co Inc)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses weaknesses, if any, in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Coherus BioSciences, Inc., Coherus BioSciences, Inc.
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement fairly presents the Companyinformation called for in all material respects and is prepared in accordance with the Commission’s internal control over financial reporting is effective rules and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)guidelines applicable thereto. Since the date of the most recent balance sheet included Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, no material weaknesses in the Company’s internal controls have been identified. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (x) the Company’s auditors have not been advised of (A) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (By) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or who have a significant role in other factors that could significantly affect, such the Company’s internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Presidio, Inc., Presidio, Inc.
Accounting Controls. The To the extent required by applicable law or rule, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that are designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences (it being understood that this subsection shall not require the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act as of an earlier date than it would otherwise be required to so comply under applicable law). Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (DERMAdoctor, LLC), Underwriting Agreement (DERMAdoctor, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that are designed to comply with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Based on the Company’s most recent evaluation of its internal controls over financial reporting as disclosed required pursuant to Rule 13a-15(c) of the Exchange Act (to the extent applicable), there are no material weaknesses in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)controls. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Cyteir Therapeutics, Inc., Cyteir Therapeutics, Inc.
Accounting Controls. The To the extent required, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The To the extent required, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Fd Technology Inc.), Underwriting Agreement (Fd Technology Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Disclosure Package and the Prospectus, the Company is not aware of any other material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal control over financial reporting (whether or not remediated)controls. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new significant deficiencies or and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements included in the Disclosure Package, there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (BK Technologies Corp), Underwriting Agreement (Ballantyne Strong, Inc.)
Accounting Controls. The Company and its subsidiaries Partnership Entities maintain systems of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f15d-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls are sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed described in the Registration Statement, the Company’s internal control over financial reporting is effective General Disclosure Package and the Company is not aware Prospectus, (a) as of any other the date of the Predecessor’s most recent balance sheet audited by EY included in the Registration Statement, the General Disclosure Package and the Prospectus, there has been (1) no material weaknesses weakness (as defined in its Rule 1-02 of Regulation S-X of the Commission) in the Predecessor’s internal control over financial reporting (whether or not remediated). Since , and (2) to the date knowledge of the most recent balance sheet included in the Registration StatementCONE Parties, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any no fraud, whether or not material, that involves involving management or other employees who have a role in the Predecessor’s internal control over financial reporting of the Company or its subsidiaries; and (yb) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as date of which information is given Predecessor’s most recent balance sheet audited by EY included in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, there has been no change in the Predecessor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Predecessor’s or the Partnership’s internal control over financial reporting.
Appears in 2 contracts
Samples: Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (CONE Midstream Partners LP)
Accounting Controls. The Company and its subsidiaries on a consolidated basis maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Company’s internal control over financial reporting is effective Prospectus and the Company Time of Sale Information is not aware prepared in accordance with the Commission's rules and guidelines applicable thereto. Except as disclosed in each of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Final Prospectus, (x) since the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation date of the internal control over audited financial reporting statements of the Company and its subsidiaries which could adversely affect included or incorporated by reference in the Registration Statement, Time of Sale Information, and the Prospectus, there are (i) no material weaknesses or significant deficiencies in the Company’s ability to record, process, summarize, and report financial data; or internal controls (B) any fraud, whether or not material, that involves management or other employees who have a role remediated) and (ii) no change in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or and material weaknesses, since the respective dates as of which information that has materially affected, or is given in the Registration Statementreasonably likely to materially affect, the Pricing Disclosure Package and the Final ProspectusCompany’s internal control over financial reporting.
Appears in 2 contracts
Samples: Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Carpenter Technology Corp)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “"internal control over financial reporting” " (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. To the Company’s 's knowledge, the Company's auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company's management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s 's ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company's management, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting. Notwithstanding any provision above, including any corrective actions nothing in this Agreement requires the Company to comply with regard to significant deficiencies or material weaknesses, since Section 404 of the respective dates Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusan earlier date than it would otherwise be required to do so under applicable law.
Appears in 2 contracts
Samples: Underwriting Agreement (Gamer Pakistan Inc), Underwriting Agreement (Gamer Pakistan Inc)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement, Statement fairly presents the Companyinformation called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company and/or its subsidiaries’ most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal control controls over financial reporting reporting; and since the date of the most recent evaluation by the Company or and/or its subsidiaries; subsidiaries of such disclosure controls and (y) procedures, there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries controls or in other factors that could significantly affect, such affect internal control over financial reportingcontrols, including any corrective actions with regard to significant deficiencies or and material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (EVERTEC, Inc.), Underwriting Agreement (EVERTEC, Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Pricing Disclosure Package and the Prospectus, the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)controls other than those related to the Company’s accounting for complex debt and equity instruments. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation, other than those related to the Company’s accounting for complex debt and equity instruments; or (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Staffing 360 Solutions, Inc.), Underwriting Agreement (Staffing 360 Solutions, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard in each case as known to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusCompany.
Appears in 2 contracts
Samples: Nektar Therapeutics, Nektar Therapeutics
Accounting Controls. The Company (A) CFG and each of its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act Subsidiaries maintains accurate books and have been designed by, or under the supervision of, their principal executive records reflecting its assets and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting liabilities and the preparation of financial statements for external purposes in accordance with IFRS. The Company maintains proper and its subsidiaries maintain adequate internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements the CFG Financial Statements and Call Reports in conformity accordance with IFRS GAAP or the Instructions for the Preparation of Call Reports as promulgated by applicable Governmental Authorities, respectively, and to maintain asset and liability accountability; (iii) access to its assets is and incurrence of its liabilities are permitted only in accordance with management’s specific or general or specific authorizationauthorizations; and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differencesdifference; and (v) extensions of credit and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Other than None of the systems, internal accounting controls, data or information of CFG or any of its Subsidiaries is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of CFG, its Subsidiaries or their respective accountants, except as disclosed would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the Registration Statement, preceding sentence or pursuant to agreement with third party providers for certain services as is customary in the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)banking industry. Since the date of the most recent balance sheet included in the Registration StatementJanuary 1, the Pricing Disclosure Package and the Final Prospectus2016, (xi) no material weakness in internal controls has been identified by the Company’s auditors of CFG or any of its Subsidiaries, (ii) there have not been no significant changes in internal controls that could reasonably be expected to materially and adversely affect internal controls, and (iii) neither CFG nor any of its Subsidiaries has been advised of (A) any new significant material deficiencies or material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could reasonably be expected to adversely affect the Company’s its ability to record, process, summarize, summarize and report financial data; , or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusmanagement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Investar Holding Corp), Agreement and Plan of Reorganization (Investar Holding Corp)
Accounting Controls. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Hxxxxxxx Xxxx and their subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Risk Factors”, the Company and its subsidiaries Hxxxxxxx Xxxx maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal control controls over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date pursuant to Rule 13a-15(c) of the most recent balance sheet included Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s and Hxxxxxxx Lane’s internal controls. The Company’s and Hxxxxxxx Lane’s auditors and the Audit Committee of the Board of Directors of the Company and the Board of Directors of Hxxxxxxx Xxxx have not each been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s or Hxxxxxxx Lane’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or Hxxxxxxx Lane’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Letter Agreement (Hamilton Lane INC), Hamilton Lane INC
Accounting Controls. The Company and each of its consolidated subsidiaries maintain systems a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountabilityaccountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; except, in the Registration Statementcases of clauses (iii) and (iv) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect. The Company’s independent auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses, if any, in the design or operation of internal control over financial reporting known to the Company which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, known to the Company that involves management or other employees who have a significant role in the Company’s internal control over financial reporting is effective and reporting; all material weaknesses, if any, in internal controls known to the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since have been identified to the date of the most recent balance sheet included Company’s independent auditors; except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) since September 27, 2009, there has not been any change in the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect that has materially affected, or is likely to materially affect, the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Arvinmeritor Inc), Arvinmeritor Inc
Accounting Controls. The Company BOFL and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain US GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS US GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Based on BOFL’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Statement and the Company is not aware of any other Prospectus, there are no material weaknesses in its BOFL’s internal control over financial reporting (whether or not remediated)controls. Since BOFL’s auditors and the date Audit Committee of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Board of Directors of BOFL have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the CompanyBOFL’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the BOFL’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Placement Agent Agreement (Bank of Florida Corp), Placement Agent Agreement (Bank of Florida Corp)
Accounting Controls. The Company and its subsidiaries Partnership Entities maintain systems of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f15d-15(f) of the Exchange Act0000 Xxx) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls are sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed described in the Registration Statement, the Company’s internal control over financial reporting is effective General Disclosure Package and the Company is not aware Prospectus, (a) as of any other the date of the Predecessor’s most recent balance sheet audited by EY included in the Registration Statement, the General Disclosure Package and the Prospectus, there has been (1) no material weaknesses weakness (as defined in its Rule 1-02 of Regulation S-X of the Commission) in the Predecessor’s internal control over financial reporting (whether or not remediated). Since , and (2) to the date knowledge of the most recent balance sheet included in the Registration StatementCNX Parties, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any no fraud, whether or not material, that involves involving management or other employees who have a role in the Predecessor’s internal control over financial reporting of the Company or its subsidiaries; and (yb) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as date of which information is given Predecessor’s most recent balance sheet audited by EY included in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, there has been no change in the Predecessor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Predecessor’s or the Partnership’s internal control over financial reporting.
Appears in 2 contracts
Samples: Underwriting Agreement (CNX Coal Resources LP), Underwriting Agreement (CNX Coal Resources LP)
Accounting Controls. The Except as set forth in the Company’s 10-K for the year ended December 31, 2013, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (eFleets Corp), Underwriting Agreement (eFleets Corp)
Accounting Controls. The Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Rectitude Holdings Ltd.), Underwriting Agreement (Rectitude Holdings Ltd.)
Accounting Controls. The Company and each of its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange ActAct (the “Exchange Act Rules”)) that comply complies with the requirements of the Exchange Act and have has been designed by, or under the supervision of, by their respective principal executive and principal financial officers, or persons performing similar functionsunder their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance assurances that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountabilityaccountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement fairly presents the Commission’s rules and guidelines applicable thereto. The Company’s internal control over financial reporting is effective and effective. Except as described in the Company is not aware General Disclosure Package, since the end of any other the Company’s most recent audited fiscal year, there has been (A) no material weaknesses weakness in its the Company’s internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included ) and (B) no change in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is overseen by the Audit Committee of the Board of Directors of the Company and its subsidiaries which could adversely affect (the Company’s ability “Audit Committee”) in accordance with the Exchange Act Rules. The Company has not publicly disclosed or reported to recordthe Audit Committee or to the Board a material weakness, process, summarize, and report change in internal control over financial data; reporting or (B) any fraud, whether or not material, that involves fraud involving management or other employees who have a significant role in the internal control over financial reporting of the Company (each an “Internal Control Event”) or its subsidiaries; and (y) there have been no significant changes any material violation of, or failure to comply in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affectall material respects with, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final ProspectusU.S. federal securities laws.
Appears in 2 contracts
Samples: Underwriting Agreement (Cytosorbents Corp), Underwriting Agreement (Cytosorbents Corp)
Accounting Controls. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Rennova Health, Inc.), Underwriting Agreement (Rennova Health, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” reporting (as such term is defined in Rule 13a-15(f) of under the Exchange Act) that comply (i) complies with the requirements of the Exchange Act and have applicable to the Company, (ii) has been designed byby the Company’s principal executive officer and principal financial officer, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functionssupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company generally accepted accounting principles and its subsidiaries maintain internal accounting controls (iii) is sufficient to provide reasonable assurance that (iv) transactions are executed in accordance with management’s general or specific authorizations; authorization, (iiw) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; accountability for assets, (iiix) access to assets is permitted only in accordance with management’s general or specific authorization; and , (ivy) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than , and (z) interactive data in eXtensible Business Reporting Language incorporated by reference in the Time of Sale Information and the Offering Memorandum fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; and except as disclosed in each of the Registration StatementTime of Sale Information and the Offering Memorandum, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its respective internal control over financial reporting (whether or it being understood that this subsection shall not remediatedrequire the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law). Since Except as disclosed in the Time of Sale Information and the Offering Memorandum, since the date of the most recent balance sheet latest audited financial statements included in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Final ProspectusOffering Memorandum, (x) there has been no change in the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company that has materially and its subsidiaries which could adversely affect affected, or is reasonably likely to materially and adversely affect, the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: BridgeBio Pharma, Inc., BridgeBio Pharma, Inc.
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries on a consolidated basis maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Company’s internal control over financial reporting is effective Prospectus and the Company Pricing Disclosure Package fairly presents the information called for in all material respects and is not aware of any other material weaknesses prepared in its internal control over financial reporting (whether or not remediated)accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the most recent balance sheet included Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no material weaknesses in the internal controls of the Company and its subsidiaries on a consolidated basis (xit being understood that this subsection shall not require the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act (as defined herein) the as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Paycor Hcm, Inc.), Paycor Hcm, Inc.
Accounting Controls. The Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Pricing Disclosure Package and the Prospectus, the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)controls. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new significant deficiencies or material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Form of Underwriting Agreement (PeerStream, Inc.), Underwriting Agreement (PeerStream, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Company’s internal control over financial reporting is effective Prospectus and the Company Pricing Disclosure Package, if any, fairly presents the information called for in all material respects and is not aware of any other material weaknesses prepared in its internal control over financial reporting (whether or not remediated)accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the most recent balance sheet included Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls (it being understood that the Company is not required as of the date hereof to comply with Section 404 of the Xxxxxxxx-Xxxxx Act (as defined below)). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Accounting Controls. The Company and its subsidiaries maintain is in the process of establishing systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that will comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Onfolio Holdings, Inc), Underwriting Agreement (Onfolio Holdings, Inc)
Accounting Controls. The Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company and each of its subsidiaries maintain Subsidiaries maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Document Security Systems Inc), Underwriting Agreement (Document Security Systems Inc)
Accounting Controls. The Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, without limitation, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Company’s internal control over financial reporting is effective Prospectus and the Company Pricing Disclosure Package fairly presents the information called for in all material respects and is not aware of any other material weaknesses prepared in its internal control over financial reporting (whether or not remediated)accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the most recent balance sheet included Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are and since the end of the Company’s auditors most recent audited fiscal year, there have not been advised of (A) any new significant deficiencies or been, no material weaknesses in the design Company’s internal controls (whether or operation of the internal control over financial reporting of the Company not remediated) and its subsidiaries which could adversely affect no change in the Company’s ability internal controls that has materially affected, or is reasonably likely to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in material effect, on the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectuscontrols.
Appears in 2 contracts
Samples: NanoString Technologies Inc, NanoString Technologies Inc
Accounting Controls. The Company and its subsidiaries maintain have established systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13-a15(c) of the Exchange Act, except as disclosed in the Prospectus and the Time of Sale Information, there are no material weaknesses in the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)controls. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Kala Pharmaceuticals, Inc.), Sales Agreement (Kala Pharmaceuticals, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) Each of the Exchange Act) that comply with the requirements of the Exchange Act NCC Companies maintains accurate books and have been designed by, or under the supervision of, their principal executive records reflecting its assets and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Liabilities and the preparation of financial statements for external purposes in accordance with IFRS. The Company maintains proper and its subsidiaries maintain adequate internal accounting controls sufficient to that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements the NCC Financial Statements and NCC Call Reports in conformity accordance with IFRS GAAP and RAP, and to maintain asset and Liability accountability; (iii) access to each NCC Company’s assets is and incurrence of each NCC Company’s Liabilities are permitted only in accordance with management’s specific or general or specific authorizationauthorizations; and (iv) the recorded accountability for assets and Liabilities is compared with the existing assets and Liabilities at reasonable intervals and appropriate action is taken with respect to any differencesdifference; and (v) extensions of credit and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Other than as disclosed in None of NCC’s systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the Registration Statement, the Company’s internal exclusive ownership and direct control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration StatementNCC Companies or their accountants, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors except as would not reasonably be expected to have not a Material Adverse Effect on NCC. No NCC Company has been advised of (A) any new significant material deficiencies or material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could reasonably be expected to adversely affect the Company’s its ability to record, process, summarize, summarize and report financial data; , or (B) any fraud, whether or not material, that involves management or other employees who have a role management. No material weakness in the internal control over financial reporting of the Company or its subsidiaries; controls has been identified by NCC’s auditors, and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors controls that could significantly affect, such reasonably be expected to materially and adversely affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectuscontrols.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Commerce Corp), Agreement and Plan of Merger (National Commerce Corp)
Accounting Controls. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP; provided that no such representation is made with respect to the acquisitions of (i) oil and natural gas properties on October 31, 2023, November 6, and December 21, 2023 and (ii) a business on November 5, 2023 (collectively, the “Excluded Acquisitions”), which were excluded from management’s assessment and conclusion of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. The This exclusion for acquired businesses is permitted by the Commission but not beyond one year from the date of acquisition. Other than with respect to the Excluded Acquisitions, the Company maintains policies and its subsidiaries maintain internal accounting controls sufficient to procedures that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, eXtensible Business Reporting Language incorporated by reference into the Pricing Disclosure Package and the Final Prospectus, Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. There are no material weaknesses in the Company’s internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (x) the Company’s auditors have not been advised of (A) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s collective ability to record, process, summarize, summarize and report financial datainformation; or and (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Purchase Agreement (Vital Energy, Inc.), Purchase Agreement (Vital Energy, Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidance applicable thereto. The Company’s internal control over financial reporting is effective in all material respects, and since the date of the latest audited financial statements included in the Registration Statement, the Prospectus and the Disclosure Package, (x) the Company is not aware of any other material weaknesses in its internal control over financial reporting controls, and (whether or not remediated). Since the date of the most recent balance sheet included y) there has been no change in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the 1934 Act Regulations) that comply with the requirements of the 1934 Act; and such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries which could adversely affect is made known to the Company’s ability to record, process, summarize, principal executive officer and report principal financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiariesofficer by others within those entities; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package disclosure controls and the Final Prospectusprocedures are effective.
Appears in 2 contracts
Samples: Underwriting Agreement (Fulton Financial Corp), Fulton Financial Corp
Accounting Controls. The Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that are designed to comply with the requirements of 13a-15(f) of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act; there are no material weaknesses in the Registration Statement, the Company’s internal control over financial reporting is effective controls, except as disclosed in each of the Time of Sale Information and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)Offering Memorandum. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit and Risk Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Healthequity, Inc., Healthequity, Inc.
Accounting Controls. The Company and its subsidiaries maintain systems maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s 's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s 's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective Disclosure Package and the Prospectus, the Company is not aware of any other material weaknesses in its internal control over financial reporting controls. The Auditors (whether or not remediated). Since during the date time of their engagement) and the Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses weaknesses, if any, in the design or operation of the internal control controls over financial reporting of which are known to the Company Company's management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ' ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, if any, known to the Company's management, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Placement Agency Agreement (Moxian, Inc.), Placement Agency Agreement (Moxian, Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13-a15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain , including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no material weaknesses in the Company’s its internal control over financial reporting. Since the date of the latest audited financial statements included in the Disclosure Package and the Prospectus, (xa) the Company’s auditors have Company has not been advised of of: (Ai) any new significant deficiencies and / or material weaknesses in the design or operation of the internal control over financial reporting that could adversely affect or are reasonably likely to adversely affect the ability of the Company and its subsidiaries which could adversely affect the Company’s ability Subsidiaries to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (BioLineRx Ltd.), Underwriting Agreement (BioLineRx Ltd.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) Each of the Exchange Act) that comply with the requirements of the Exchange Act Landmark Companies maintains accurate books and have been designed by, or under the supervision of, their principal executive records reflecting its Assets and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting Liabilities and the preparation of financial statements for external purposes in accordance with IFRS. The Company maintains proper and its subsidiaries maintain adequate internal accounting controls sufficient to that provide reasonable assurance that (ia) transactions are executed in accordance with management’s general or specific authorizations; (iib) transactions are recorded as necessary to permit preparation of financial statements the Landmark Financial Statements and Landmark Call Reports in conformity accordance with IFRS GAAP and RAP, and to maintain asset Asset and Liability accountability; (iiic) access to assets is each Landmark Company’s Assets and incurrence of each Landmark Company’s Liabilities are permitted only in accordance with management’s specific or general or specific authorizationauthorizations; and (ivd) the recorded accountability for assets Assets and Liabilities is compared with the existing assets Assets and Liabilities at reasonable intervals and appropriate action is taken with respect to any differencesdifference; and (e) extensions of credit and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Other than as disclosed in None of Landmark’s systems, controls, data or information are recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) that (including all means of access thereto and therefrom) are not under the Registration Statement, the Company’s internal exclusive ownership and direct control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration StatementLandmark Companies or their accountants, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors except as would not reasonably be expected to have not a Material Adverse Effect on Landmark. No Landmark Company has been advised of (A) any new significant material deficiencies or material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which that could reasonably be expected to adversely affect the Company’s its ability to record, process, summarize, summarize and report financial data; , or (B) any fraud, whether or not material, that involves management or other employees who have a role management. No material weakness in the internal control over financial reporting of the Company or its subsidiaries; controls has been identified by Landmark’s auditors, and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors controls that could significantly affect, such reasonably be expected to materially and adversely affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectuscontrols.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Commerce Corp)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply in all material respect with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. To the Company’s knowledge, the Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting. Notwithstanding any provision above, including any corrective actions nothing in this Agreement requires the Company to comply with regard to significant deficiencies or material weaknesses, since Section 404 of the respective dates Sxxxxxxx-Xxxxx Act and the rules and regulations promulgated in connection therewith as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusan earlier date than it would otherwise be required to do so under applicable law.
Appears in 1 contract
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company is not aware of any material weaknesses (xas defined in Rule 12b-2 of the Exchange Act) the in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ’ ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since the date of the latest audited financial statements included in the Pricing Disclosure Package, there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Direct Communication Solutions, Inc.)
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed There are no material weaknesses in the Registration Statement, the Company’s internal control controls over financial reporting is effective and reporting. Prior to the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date filing of the most recent balance sheet included in Company’s Annual Report on Form 10-K for the Registration Statementyear ended December 31, the Pricing Disclosure Package and the Final Prospectus2008, (x) each of the Company’s auditors have not and the Audit Committee of the Company’s Board of Directors had been advised of (A) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; or information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and, since such date, neither the Company’s auditors nor the Audit Committee of the Company’s Board of Directors have been advised of any such significant deficiencies and material weaknesses or fraud. Since the date of the latest audited financial statements included or incorporated by reference in the General Disclosure Package, there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Hudson Valley Holding Corp)
Accounting Controls. The Except as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, the Company and its subsidiaries maintain maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply complies with the requirements of the Exchange Act and that have been designed by, or under the supervision of, their its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Except as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, the Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Other than Except as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)reporting. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Company’s internal control over financial reporting is effective Prospectus and the Company Pricing Disclosure Package, if any, fairly presents the information called for in all material respects and is not aware of any other material weaknesses prepared in its internal control over financial reporting (whether or not remediated)accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the most recent balance sheet included Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls (it being understood that the Company is not required as of the date hereof to comply with Section 404 of the Xxxxxxxx-Xxxxx Act (as defined below)). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Duckhorn Portfolio, Inc.
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the Company’s Company maintains a system of internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since Other than as disclosed in the Registration Statement, since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors and the board of directors of the Company have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Bynd Cannasoft Enterprises Inc.)
Accounting Controls. The Company and its subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Company’s internal control over financial reporting is effective Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company is not aware of any other material weaknesses in its the Company’s internal control controls over financial reporting that have been identified by the Company or its auditors (whether or it being understood that this subsection (ee) shall not remediatedrequire the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of known to the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (PPD, Inc.)
Accounting Controls. The Except as disclosed in the Registration Statement, the Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13a-15 and 15d-15 under the Exchange ActAct Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of which are known to the Company Company’s management and its subsidiaries which could that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company’s management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that have been designed to comply with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Company’s internal control over financial reporting is effective Prospectus and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Final Prospectus, (x) Commission’s rules and guidelines applicable thereto. No material weaknesses in the Company’s internal controls have been identified by the Company or its auditors (it being understood that this subsection (mm) shall not require the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of known to the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Erasca, Inc.
Accounting Controls. The Company and its subsidiaries Subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that have been designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries Subsidiaries, taken as a whole, maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed There are no material weaknesses in the Registration StatementCompany’s internal controls over financial reporting (it being understood that the Company is not required to comply with Section 404 of the Sarbanes Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), as of an earlier date than it would otherwise be required to so comply under applicable Law). To the extent known by the Company, the Company’s internal control over financial reporting is effective auditors and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Purchase and Exchange Agreement (Sunnova Energy International Inc.)
Accounting Controls. The Company and its subsidiaries maintain systems of and have established and maintained effective “internal control over financial reporting” (as defined in Rule 13a-15(f) 13a-15 of the Exchange Act) that comply with the requirements of the Exchange 1934 Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSRegulations). The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizations; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed described in the Registration Statement, the General Disclosure Package and the Prospectus, since the first day of the Company’s internal control over most recent fiscal year for which audited financial reporting is effective statements are included in the Registration Statement, the General Disclosure Package and the Company is not aware Prospectus, there has been (1) no material weakness (as defined in Rule 1-02 of any other material weaknesses Regulation S-X of the Commission) in its the Company’s internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data; or (B2) any no fraud, whether or not material, that involves involving management or other employees who have a role in the Company’s internal control over financial reporting and, since the end of the Company or its subsidiaries; Company’s most recent fiscal year for which audited financial statements are included in the Registration Statements, the General Disclosure Package and (y) the Prospectus, there have has been no significant changes change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Ares Commercial Real Estate Corp)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that have been designed to comply with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed ; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. No material weaknesses in the Company’s internal control over financial reporting is effective controls have been identified by the Company or its auditors (it being understood that this subsection (hh) shall not require the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the Company is not aware rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) as of any other material weaknesses in its internal control over financial reporting (whether or not remediatedan earlier date than it would otherwise be required to so comply under applicable law). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of known to the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Accounting Controls. The Company and its subsidiaries taken as a whole maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries taken as a whole maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the The Company is not aware of any other material weaknesses or significant deficiencies in its the Company’s internal control controls over financial reporting that have been identified by the Company or its auditors (whether or it being understood that this subsection (dd) shall not remediatedrequire the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of known to the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: PPD, Inc.
Accounting Controls. The Company and its subsidiaries maintain systems of effective internal control over financial reporting (as defined under Rule 13-a15 and Rule 15d-15 under the Exchange Act) and have established “disclosure controls and procedures” and “internal control over financial reporting” (as defined within the meaning of such terms under National Instrument 52-109 Certification of Disclosure in Rule 13a-15(f) of the Exchange Act) that comply Issuers’ Annual and Interim Filings and are in compliance with the certification requirements of thereof with respect to the Exchange Act Company’s annual and have been designed by, or under interim filings with the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSCanadian Qualifying Authorities. The Company and its subsidiaries maintain maintains a system of internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountabilityaccountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package, since the end of the Company’s internal control over financial reporting is effective and most recent audited fiscal year, there has been (1) no material weakness in the Company is not aware of any other material weaknesses in its Company’s internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included ) and (2) no change in the Registration StatementCompany’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Pricing Disclosure Package and the Final Prospectus, Company’s internal control over financial reporting. The Company is not aware of (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses deficiency in the design or operation of the its internal control over financial reporting of the Company and its subsidiaries which could is reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datadata or any material weaknesses in its internal controls, except as disclosed in the Registration Statement, the Prospectuses and the Disclosure Package, since the end of the Company’s most recent audited fiscal year; or (By) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectuscontrols.
Appears in 1 contract
Samples: Equity Distribution Agreement (Profound Medical Corp.)
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act applicable to the Company and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries on a consolidated basis maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed There are no material weaknesses in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated)controls. Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors have not been advised of of: (Ai) any new significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control controls over financial reporting (it being understood that this subsection shall not require the Company to comply with Section 404 of the Company or its subsidiaries; Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (ythe “Xxxxxxxx-Xxxxx Act”) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusan earlier date than it would otherwise be required to so comply under applicable law).
Appears in 1 contract
Samples: Centuri Holdings, Inc.
Accounting Controls. The Company and its subsidiaries Subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of under Rules 13-a15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain , including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no material weaknesses in the Company’s internal control over financial reporting. Since the date of the latest audited financial statements included in the Disclosure Package and the Prospectus, (xa) the Company’s auditors have Company has not been advised of of: (Ai) any new significant deficiencies and / or material weaknesses in the design or operation of the Company’s internal control over financial reporting that could adversely affect or are reasonably likely to adversely affect the ability of the Company and its subsidiaries which could adversely affect the Company’s ability Subsidiaries to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; and (b) there has been no change in the Company’s internal control over financial reporting of the Company that has materially affected, or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly is reasonably likely to materially affect, such the Company’s internal control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as such term is defined in Rule 13a-15(f) of 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain generally accepted accounting principles, including but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; , (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS generally accepted accounting principles and to maintain asset accountability; accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization; , and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in the Registration Statement, the The Company’s internal control over financial reporting is effective independent auditors and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date Audit Committee of the most recent balance sheet included in Board of Directors of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors Company have not been advised of of: (Ai) any new all significant deficiencies or material weaknesses deficiencies, if any, in the design or operation of the internal control over financial reporting of the Company and its subsidiaries controls which could adversely affect the Company’s ability to record, process, summarize, summarize and report financial data; or and (Bii) any all fraud, if any, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting controls; all material weaknesses, if any, in internal controls have been identified to the Company’s independent auditors; since the date of the Company or its subsidiaries; most recent evaluation of such disclosure controls and (y) procedures and internal controls, there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries controls or in other factors that could significantly affect, such affect internal control over financial reportingcontrols, including any corrective actions with regard to significant deficiencies or and material weaknesses; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the Commission, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusstatements contained in each such certifications are complete and correct.
Appears in 1 contract
Samples: Underwriting Agreement (Wisconsin Public Service Corp)
Accounting Controls. The Company and each of its subsidiaries Subsidiaries maintain systems of “effective internal control over financial reporting” reporting (as defined in under Rule 13a-15(f) 13a-15 and 15d-15 under the rules and regulations of the Exchange ActCommission thereunder (the “1934 Act Regulations”)) that comply with the requirements and a system of the Exchange Act and have been designed by, or under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance assurances that (iA) transactions are executed in accordance with management’s general or specific authorizationsauthorization; (iiB) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountabilityaccountability for assets; (iiiC) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivD) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed in Since the Registration Statement, end of the Company’s internal control over financial reporting is effective and most recent audited fiscal year, there has been (I) no material weakness in the Company is not aware of any other material weaknesses in its Company’s internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included ) and (II) no change in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the Company’s auditors have not been advised of (A) any new significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company and its subsidiaries which could adversely affect that has materially affected, or is reasonably likely to materially affect, the Company’s ability to record, process, summarize, and report financial data; or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting. The Company and its consolidated subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including any corrective actions with regard its principal executive officer or officers and principal financial officer or officers, appropriate, to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectusallow timely decisions regarding disclosure.
Appears in 1 contract
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than Except as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) there are no material weaknesses in the Company’s internal controls (it being understood that the Company is not required as of the date hereof to comply with Section 404 of the Xxxxxxxx-Xxxxx Act (as defined below)). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Duckhorn Portfolio, Inc.
Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that have been designed to comply with the applicable requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSGAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Other than as disclosed and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, Statement and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. No material weaknesses in the Company’s internal control over financial reporting is effective controls have been identified by the Company or its auditors (it being understood that this subsection (mm) shall not require the Company to comply with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the Company is not aware rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) as of any other material weaknesses in its internal control over financial reporting (whether or not remediatedan earlier date than it would otherwise be required to so comply under applicable law). Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (x) the The Company’s auditors have not and the Audit Committee of the Board of Directors of the Company have, if applicable, been advised of of: (Ai) any new all significant deficiencies or and material weaknesses in the design or operation of the internal control controls over financial reporting of known to the Company and its subsidiaries which could have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize, summarize and report financial datainformation; or and (Bii) any fraudfraud known to the Company, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting of the Company or its subsidiaries or in other factors that could significantly affect, such internal control controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.
Appears in 1 contract
Samples: Erasca, Inc.
