Common use of Accounting Controls Clause in Contracts

Accounting Controls. The Company is in the process of establishing systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 5 contracts

Samples: Underwriting Agreement (Strong Global Entertainment, Inc), Underwriting Agreement (Strong Global Entertainment, Inc.), Underwriting Agreement (FG Group Holdings Inc.)

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Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 5 contracts

Samples: Underwriting Agreement (Athenex, Inc.), Underwriting Agreement (Replimune Group, Inc.), Underwriting Agreement (Athenex, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 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. Except as disclosed ; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, Prospectus fairly presents the Company information called for in all material respects and is not aware of any prepared in accordance with the Commission’s rules and guidelines applicable thereto. There are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 5 contracts

Samples: Crinetics Pharmaceuticals, Inc., Crinetics Pharmaceuticals, Inc., Crinetics Pharmaceuticals, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries have established systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply with the requirements of the Exchange Act and Act) that 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 GAAPgenerally 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 4 contracts

Samples: Agios Pharmaceuticals Inc, Merrimack Pharmaceuticals Inc, Prosensa Holding B.V.

Accounting Controls. The Company is in the process of establishing systems maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply complies with the requirements of the Exchange Act and have has been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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 (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal controls control over financial reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls control over financial reporting.

Appears in 4 contracts

Samples: Sales Agency Agreement (F&m Bank Corp), Underwriting Agreement (Capital Bank Corp), Sales Agency Agreement (Village Bank & Trust Financial Corp.)

Accounting Controls. The Company is in the process of establishing and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act 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 GAAPIFRS, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Mobilicom LTD), Underwriting Agreement (G Medical Innovations Holdings Ltd.), Underwriting Agreement (Mobilicom LTD)

Accounting Controls. The Company is in the process of establishing maintains systems of "internal control over financial reporting" (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controls. The Company’s 's auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) weaknesses, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s 's management and that have adversely affected or are reasonably likely to adversely affect the Company' ability to record, process, summarize and report financial information; and (ii) any fraud fraud, if any, known to the Company’s 's management, whether or not material, that involves management or other employees who have a significant role in the Company’s 's internal controls over financial reporting.

Appears in 4 contracts

Samples: Underwriting Agreement (PetroShare Corp.), Underwriting Agreement (PetroShare Corp.), Underwriting Agreement (PetroShare Corp.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally accepted accounting principles, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize summarize, and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 4 contracts

Samples: Delta Petroleum Corp/Co, Delta Petroleum Corp/Co, Delta Petroleum Corp/Co

Accounting Controls. The Company is in the process of establishing Manager maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act and the Rules and Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Final Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Manager’s internal controls. The CompanyManager’s auditors and the Audit Committee of the Board of Directors of the Company Manager have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ Manager’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the CompanyManager’s internal controls over financial reporting.

Appears in 3 contracts

Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controls. The Company’s auditors Auditor and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 3 contracts

Samples: Underwriting Agreement (SRM Entertainment, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (SRM Entertainment, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 GAAP, including, but not limited to, 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 3 contracts

Samples: Purchase Agreement (Immunogen Inc), World Wrestling Entertainmentinc, Knowles Corp

Accounting Controls. The Company is in the process of establishing Buyer and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act RegulationsAct) 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 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 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. Except as disclosed in the Registration StatementSEC Filings, the Pricing Disclosure Package and the Prospectus, the Company Buyer is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controls. The CompanyBuyer’s auditors and the Audit Committee of the Board of Directors of the Company Buyer have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal controls over financial reporting which are known to the CompanyBuyer’s management and that have adversely affected or are reasonably likely to adversely affect the CompanyBuyer’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the CompanyBuyer’s management, whether or not material, that involves management or other employees who have a significant role in the CompanyBuyer’s internal controls over financial reporting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (New Age Beverages Corp), Asset Purchase Agreement (New Age Beverages Corp), Noncompetition Agreement (New Age Beverages Corp)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the knowledge of the Company’s management, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 3 contracts

Samples: Underwriting Agreement (Rubius Therapeutics, Inc.), RxSight, Inc., RxSight, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that are 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 3 contracts

Samples: Sales Agreement (Olema Pharmaceuticals, Inc.), Sales Agreement (Olema Pharmaceuticals, Inc.), Sales Agreement (Century Therapeutics, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (Frequency Therapeutics, Inc.), Beam Therapeutics Inc.

Accounting Controls. The Company is in the process of establishing Manager maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 GAAPgenerally 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Manager’s internal controls. The CompanyManager’s auditors and the Audit Committee of the Board of Directors of the Company Manager have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ Manager’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the CompanyManager’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)

Accounting Controls. The Company is in the process of establishing and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act 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 GAAPIFRS, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controls. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not Auditor has been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Vision Marine Technologies Inc.), Underwriting Agreement (Vision Marine Technologies Inc.)

Accounting Controls. The Company is in the process and each of establishing systems its subsidiaries maintain a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and that, if any, 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 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined weaknesses, if any, in Rule 12b-2 the internal controls of the Exchange Act) in Company or any of its internal controlssubsidiaries. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s or any of its subsidiaries’ ability to record, process, summarize and report financial information; and (ii) any fraud 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 or any of its subsidiaries’ internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 its principal executive and principal financial officersofficer, 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controlscontrol over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the knowledge of the Company’s management, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Zafgen, Inc., Zafgen, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Gogo Inc., Gogo Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply with the requirements of the Exchange Act and Act) that 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 GAAPgenerally 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there were no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controlscontrols over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Clovis Oncology, Inc., Clovis Oncology, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPIFRS, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (GeoPark LTD), Underwriting Agreement (GeoPark LTD)

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial informationmanagement; and (ii) any fraud 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.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Ion Geophysical Corp), Equity Distribution Agreement (xG TECHNOLOGY, INC.)

Accounting Controls. The Company is in the process of establishing and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 13-a15 and 15d-15 under the Exchange Act RegulationsAct) 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Synalloy Corp), Equity Distribution Agreement (Synalloy Corp)

Accounting Controls. The Company is in the process of establishing maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act RegulationsRegulations ) 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Top Ships Inc.), Underwriting Agreement (Top Ships Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPIFRS, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusFinal Prospectuses, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (Goldcorp Inc), Underwriting Agreement (Goldcorp Inc)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (Sotera Health Co), Terns Pharmaceuticals, Inc.

Accounting Controls. The Company is in and the process each of establishing its significant subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . The Company 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 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. Except as disclosed differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, Prospectus fairly presents the Company information called for in all material respects and is not aware prepared in accordance with the Commission’s rules and guidelines applicable thereto. Based on the Company’s most recent evaluation of any material weaknesses (as defined in its internal controls over financial reporting pursuant to Rule 12b-2 13a-15(c) of the Exchange Act) , there are no material weaknesses in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the knowledge of the Company’s management, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Deciphera Pharmaceuticals, Inc., Deciphera Pharmaceuticals, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except There are no material weaknesses in the Company’s internal controls except as disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (Nine Energy Service, Inc.), Nine Energy Service, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 GAAPgenerally accepted accounting principles, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Open Market Sale (ImmunoGen, Inc.), Open Market Sale (ImmunoGen, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiary maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Southern National Bancorp of Virginia Inc

Accounting Controls. The Company is in the process of establishing and its subsidiary maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that are 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 GAAP, including, but not limited to, IFRS. The Company and its subsidiary 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controls. The Company’s auditors and the Audit and Finance Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses known to the Company (each as defined in Rule 12b-2 of the Exchange Actif any) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management(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 controls over financial reporting.

Appears in 2 contracts

Samples: Sales Agreement (Molecular Partners Ag), Molecular Partners Ag

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . The Company 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Underwriting Agreement (Prime Medicine, Inc.), Prime Medicine, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries have established systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: ConforMIS Inc, ConforMIS Inc

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 2 contracts

Samples: Guardant Health, Inc., Annexon, Inc.

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 GAAP, including, but not limited to, . The Company 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: BioAtla, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiary maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, IFRS. The Company and its subsidiary maintain internal accounting controls sufficient that are designed 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controlscontrols have been identified. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, known to the Company, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (LAVA Therapeutics BV)

Accounting Controls. The Company is in the process of establishing systems maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply complies with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 GAAP, including, but not limited to, 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Volcano Corp

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) weaknesses, if any, in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Aprea Therapeutics, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply with the requirements of the Exchange Act and Act) that 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 GAAPgenerally 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Guidewire Software, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, 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 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 differencesdifferences and (v) interactive data in eXtensible Business Reporting Language included or 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Credit Agreement (Semtech Corp)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Altice USA, Inc.)

Accounting Controls. The Company is in and the process of establishing Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations1934 Act) that comply with the requirements of the Exchange 1934 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 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the ProspectusFinal Offering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Purchase Agreement (Petroleum Development Corp)

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 of the regulations promulgated under the Exchange Act Regulations0000 Xxx) that comply with the requirements of the Exchange 1934 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 GAAPIFRS, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusSEC Documents, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nano Dimension Ltd.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed There are no material weaknesses in the Registration Statement, Company’s internal controls except as described in each of the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controlsOffering Memorandum. The Company’s auditors and the Audit Committee board of the Board of Directors directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Nine Energy Service, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally accepted accounting principles in Canada, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Goldcorp Inc

Accounting Controls. The Company is in and the process of establishing Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations1000 Xxx) that comply with the requirements of the Exchange 1934 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 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Petroleum Development Corp)

Accounting Controls. The Company is in the process of establishing and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with to the requirements of extent required by the Exchange Act and that 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusSEC Documents, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (ii) any fraud 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Maison Solutions Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Monte Rosa Therapeutics, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply with the requirements of the Exchange Act 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 GAAPgenerally 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, known to the Company, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: ECPM Holdings, LLC

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Sales Agreement (Terns Pharmaceuticals, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally accepted accounting principles, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information, if any; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, if any.

Appears in 1 contract

Samples: Take Two Interactive Software Inc

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (ix) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (iiy) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Cambium Networks Corp

Accounting Controls. The Company is in the process of establishing and its Significant Subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 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 Time of Sale Information and the Offering Memorandum fairly presents the information called for and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Purchase Agreement (Lci Industries)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (iA) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (iiB) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Employment Agreement (Polo Ralph Lauren Corp)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally accepted accounting principles, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Acorda Therapeutics Inc

Accounting Controls. The Company is in the process of establishing and its subsidiaries have established systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply with the requirements of the Exchange Act and Act) that 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 GAAPgenerally 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 GAAP 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. Except as disclosed Based on the Company’s most recent evaluation of its internal controls over financial reporting, there are no material weaknesses in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Cellular Dynamics International, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, 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 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 differencesdifferences and (v) 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Opko Health, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in Since the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 date of the Exchange Act) in its internal controls. The filing of the Company’s auditors and Annual Report on Form 10-K for the Audit Committee of fiscal year ended September 30, 2021, neither the Board of Directors of the Company have not (the “Board”) nor the Audit Committee of the Board has been advised of: (i) any significant deficiencies and or material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Terms Agreement (Forestar Group Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPIFRS, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controls. The Company’s auditors and the Audit Committee of the Company’s Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Teads S.A.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPIFRS. The Company and its subsidiaries, includingtaken as a whole, but not limited to, 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 GAAP 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. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (SOPHiA GENETICS SA)

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Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Otonomy, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulationsin Rule 13a-15(f) that comply with the requirements of the Exchange Act and Act) that 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 GAAPgenerally 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any of all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and information (ii) any fraud known 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)). To the knowledge of the Company’s management, there is not and has not been any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Fleetcor Technologies Inc)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (ivand(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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Similarweb Ltd.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in Based on each of the Registration Statement, the Pricing Disclosure Package Company’s and the Prospectus, the Company is not aware Cloudmed’s most recent evaluation of any material weaknesses (as defined in its internal controls over financial reporting pursuant to Rule 12b-2 13a-15 of the Exchange Act) , there are no material weaknesses in the internal controls of the Company or any of its internal controlssubsidiaries. The Company’s auditors and auditors, the Audit Committee of the Board of Directors of the Company Company, and, with respect to Cloudmed, Cloudmed’s auditors have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability of the Company or any of its subsidiaries to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or any of its subsidiaries’ internal controls over financial reporting.

Appears in 1 contract

Samples: R1 RCM Inc. /DE

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial informationmanagement; and (ii) any fraud 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.

Appears in 1 contract

Samples: xG TECHNOLOGY, INC.

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (ix) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) weaknesses, if any, in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; , and (iiy) any fraud 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.

Appears in 1 contract

Samples: Underwriting Agreement (PetroShare Corp.)

Accounting Controls. The Company is in the process of establishing and its subsidiary maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . The Company and its subsidiary 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the knowledge of the Company’s management, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Mersana Therapeutics, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPIFRS, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the knowledge of the Company’s management, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Mesoblast LTD

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that have been designed to comply 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controlscontrol over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Sage Therapeutics, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and [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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Granite Point Mortgage Trust Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPIFRS, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Acquity Group LTD)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally 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 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. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) under the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package any Preliminary Prospectus and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controls. The Company’s auditors and the Audit Committee audit committee of the Board board of Directors directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; , and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Dealer Manager Agreement (Central European Media Enterprises N.V.)

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 GAAP, including, but not limited to, . The Company 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controlscontrols over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Dyne Therapeutics, Inc.)

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally accepted accounting principles, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Chart Industries Inc)

Accounting Controls. The Company is in the process of establishing has established systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 GAAP, including, but not limited to, . The Company 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) weaknesses, if any, in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Constellation Pharmaceuticals Inc

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Dynacure S.A.)

Accounting Controls. The Company is in the process of establishing systems maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 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 GAAP, including, but not limited to, . The Company 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Package, and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controlscontrols over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (ix) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (iiy) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Talis Biomedical Corp

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that are designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) weaknesses, if any, in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Ultragenyx Pharmaceutical Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: EverQuote, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Monte Rosa Therapeutics, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controlscontrols over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (D-Market Electronic Services & Trading)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations0000 Xxx) that comply with the requirements of the Exchange 1934 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing General Disclosure Package and the Prospectus, the Company is not aware of any ,there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the knowledge of the Company’s management, any fraud, 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 interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and is prepared in accordance with the Commission’s rules and guidelines applicable thereto

Appears in 1 contract

Samples: Terms Agreement (RxSight, Inc.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally 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 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. Except Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) under the Exchange Act, except as disclosed in the Registration Statement, the Pricing Disclosure Package any Preliminary Prospectus and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its Company’s internal controls. The Company’s auditors and the Audit Committee audit committee of the Board board of Directors directors of the Company have not been advised of: (i) any significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; , and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Dealer Manager Agreement (AMS Sales CORP)

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act Regulations0000 Xxx) that comply with the requirements of the Exchange 1934 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 GAAP, including, but not limited to, generally accepted accounting principles. The Company 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 GAAP 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. Except as disclosed in the Registration StatementTime of Sale Information, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (ix) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (iiy) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Post Apartment Homes Lp)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except The Company is not aware of any material weaknesses in its internal controls, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controls. The Company’s auditors [and the Audit Committee of the Board of Directors of the Company Company] have not been advised of: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (ProFrac Holding Corp.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except 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 Prospectus, the Company is not aware of any Commission’s rules and guidelines applicable thereto. There are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Metropolitan Bank Holding Corp.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (ProFrac Holding Corp.)

Accounting Controls. The Company is in the process maintains a system of establishing systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act 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 GAAP, including, but not limited to, internal accounting controls sufficient designed 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 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; 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. Except 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, except as disclosed or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Vera Therapeutics, Inc.

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) 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: (ix) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial informationmanagement; and (iiy) any fraud 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.

Appears in 1 contract

Samples: Placement Agency Agreement (xG TECHNOLOGY, INC.)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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; 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Beam Therapeutics Inc.

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act RegulationsRegulations ) 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 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 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusSEC Reports, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its internal controlscontrol over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have not been advised of: (ia) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’ ability to record, process, summarize and report financial information; and (iib) any fraud 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (GPG SSF Investment)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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; and (v) the interactive data in eXtensible Business Reporting Language 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: PROS Holdings, Inc.

Accounting Controls. The Company is in the process of establishing maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective 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 GAAPgenerally 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 GAAP 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; 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Ariosa Diagnostics, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries have established systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except 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, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Cowen and Company (Orchard Rx LTD)

Accounting Controls. The Company is in the process of establishing and its subsidiaries have established systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally 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 GAAP 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. Except as disclosed described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Eidos Therapeutics, Inc.

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Rights Agreement (Ariad Pharmaceuticals Inc)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed in Since the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 date of the Exchange Act) in its internal controls. The filing of the Company’s auditors and Annual Report on Form 10-KT for the Audit Committee of Transition Period From January 1, 2018 to September 30, 2018, neither the Board of Directors of the Company have not (the “Board”) nor the Audit Committee of the Board has been advised of: (i) any significant deficiencies and or material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Terms Agreement (Forestar Group Inc.)

Accounting Controls. The Company is in the process of establishing systems maintains a system of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAPgenerally accepted accounting principles, including, but not limited to, 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 GAAP 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. Except as disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, the Company is not aware of any there are no material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Purchase Agreement (Integra Lifesciences Holdings Corp)

Accounting Controls. The Company is in the process of establishing and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under in Rule 13a-15(f) of the Exchange Act RegulationsAct) 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 GAAP, including, but not limited to, . 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 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. Except as disclosed Based on the Company’s most recent evaluation of its internal controls over financial reporting, there are no material weaknesses in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses (as defined in Rule 12b-2 of the Exchange Act) in its 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: (i) any all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 of the Exchange Act) in the design or operation of internal 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 Company’s ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s managementfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Appears in 1 contract

Samples: Sales Agreement (Rapid Micro Biosystems, Inc.)

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