Acquiror Informational Filings Sample Clauses

Acquiror Informational Filings. In addition to the action described and required by Section 2.1 of this Article II, the Acquiror, on and before the Closing Date, shall effect such filings with the United States Securities and Exchange Commission (the "Commission") in order to bring its status as a voluntary reporting company under the provisions of the Exchange Act current. In connection therewith, the Acquiror shall cause to be completed its audited financial statements for the fiscal years ended March 31, 1999 and March 31, 1998. Such financial statements will be prepared in accordance with generally accepted accounting principles consistently applied and will meet, or with minimal modification will meet, Commission financial reporting requirements as set forth in Commission Regulation S-B. Such financial statements shall be provided to the Holders immediately upon the availability thereof as shall each of the informational filings made with the Commission under the Exchange Act. In all events, the providing of such described filings and financial statements shall occur on or before the Closing Date and the receipt thereof by the Holders shall be a condition precedent to the consummation of the exchange transaction herein provided for.
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Acquiror Informational Filings. In addition to the action de- scribed and required by Section 2.1 of this Article II, the Acquiror, on and before the Closing Date, shall effect such filings with the Commission as are appropriate and necessary and required by the '34 Act. Such filings shall include, but shall not be necessarily limited to, an event report timely filed with the Commission on Form 8-K, which event report shall re- late to the exchange transaction governed by this Agreement. In connection therewith, the Acquiror shall cause to be completed its audited financial statements for the fiscal year ended December 31, 2001. Such financial statements will be prepared in accordance with generally accepted account- ing principles consistently applied and will meet, or with minimal modifi- cation will meet, Commission financial reporting requirements as set forth in Commission Regulation S-B and/or S-X.. Such financial statements shall be provided to the Acquiree and the Holders immediately upon the availabil- ity thereof as shall each of the informational filings made with the Com- mission under the Exchange Act. In all events, the providing of such de- scribed filings and financial statements shall occur on or before the Clos- ing Date and the receipt thereof by the Acquiree and the Holders shall be a condition precedent to the consummation of the exchange transaction herein provided for.

Related to Acquiror Informational Filings

  • Buyer Information True and complete copies of all documents listed in the Buyer Disclosure Schedule have been made available or provided to Seller. The books of account, stock record books and other financial and corporate records of Buyer and the Buyer Subsidiaries, all of which have been made available to Seller, are complete and correct in all material respects.

  • Seller Information The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish, to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing.

  • SEC Filings; Financial Statements; Information Provided (a) The Company has provided to the Buyer true and complete copies of all Company SEC Reports filed with the SEC prior to the date hereof. All registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) filed with the SEC are referred to herein as the “Company SEC Reports.” Except as set forth in Section 3.4(a) of the Company Disclosure Schedule, the Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, as the case may be, and, if applicable, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (iii) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. Since March 7, 2000, the Company has filed with the SEC all registration statements, forms, reports and other documents required to be filed under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC thereunder (including those that are required to be filed after the date hereof until the Closing).

  • Filings; Information Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

  • Complete Information The Disclosure Information (as defined in Section 11.16) provided by WTC for inclusion in the Prospectus and the Preliminary Prospectus is true and accurate in all material respects. As of the Preliminary Prospectus Date and the Prospectus Date (a) there are no legal proceedings pending or known to be contemplated by governmental authorities against WTC or against any property of WTC, that would be material to the Noteholders, (b) WTC is not affiliated with any of the Affiliation Parties, and (c) there is no business relationship, agreement, arrangement, transaction or understanding between the Trustee and any of the Affiliation Parties that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from this transaction, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the Notes.

  • Purchaser Information Each Purchaser covenants that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding such Purchaser or such Purchaser's "Plan of Distribution."

  • Tax Returns; Information The Managing Member shall arrange for the preparation and timely filing of all income and other tax and informational returns of the Company. The Managing Member shall furnish to each Member a copy of each approved return and statement, together with any schedules (including Schedule K-1), or other information that a Member may require and reasonably request in connection with such Member’s own tax affairs, as soon as practicable after the end of each Fiscal Year. The Members agree to (a) take all actions reasonably requested by the Company or the Company Representative to comply with the Partnership Tax Audit Rules, including where applicable, filing amended returns as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Company Representative and (b) furnish to the Company (i) all reasonably requested certificates or statements relating to the tax matters of the Company (including without limitation an affidavit of non-foreign status pursuant to Section 1446(f)(2) of the Code), and (ii) all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be prepared and timely filed.

  • Subscriber Information Please print your individual or entity name and address. Joint subscribers should provide their respective names. Your name and address will be recorded exactly as printed below.

  • KYC Information (i) Upon the reasonable request of any Lender made at least five Business Days prior to the Closing Date, Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act, in each case at least five days prior to the Closing Date.

  • Member Information Within five (5) days after receipt of a request from the Company, the Investor agrees to provide such information with respect to its status as a member (or potential member) of the Company and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s members. If the Investor transfers any Units, it will require the transferee of such Units to agree to provide such information to the Company requires as a condition of such transfer.

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