Buyer SEC Reports. Buyer has filed all required documents with the Securities and Exchange Commission (the “SEC”) since December 31, 2004 (the “Buyer SEC Documents”). As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected in a subsequent Buyer SEC Document filed prior to the date of this Agreement. The consolidated financial statements (including, in each case, any notes thereto) of Buyer included in the Buyer SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except as may be indicated in the notes thereto, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of Buyer and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (except as otherwise noted therein and subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).
Buyer SEC Reports. Section 4.4(a) Certificates........................................... Section 2.2(b) Certificate of Merger.................................. Section 1.1 Closing................................................ Section 1.2 Closing Date........................................... Section 1.2 Code................................................... Preamble Company................................................ Preamble Company Balance Sheet ................................. Section 3.4(b) Company Common Stock .................................. Section 2.1(b)
Buyer SEC Reports. Section 4.04(a) Buyer Stock Plans.............................................................................. Section 4.02(a) Buyer Voting Proposal.......................................................................... Section 6.05(b) Certificates................................................................................... Section 2.02(b) Closing........................................................................................ Section 1.02
Buyer SEC Reports. (a) Buyer has filed with the U.S. Securities and Exchange Commission (“SEC”) all reports, forms and other documents that it was required to file (the “Buyer SEC Reports”), each of which complied in all material respects with the applicable requirements of the Securities Act or the federal Securities Exchange Act of 1934, as the case may be, and the related SEC rules and regulations in effect on the date that the report, form or document was filed.
Buyer SEC Reports. Section 4.04(a) Buyer Stock Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.02(a) Buyer Voting Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 6.05(b) Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.02(b) Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.02 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.02 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble Confidentiality Agreement . . . . . . . . . . . . . . . . . . . . . . . . Section 5.04 iv Constituent Corporations . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.03
Buyer SEC Reports. Since January 1, 1998, Buyer has filed, and will continue to file through the Closing Date, all reports and statements, together with any amendment required to be made with respect thereto, that it was, or will be, required to file with the SEC (except filings which are not material). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all of the statutes, rules, and regulations enforced or promulgated by the authority with which they were filed and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement made therein, in light of the circumstances under which they were made, not misleading. Except for normal examinations conducted by the IRS, state and local taxing authorities, the Federal Reserve Board, the Commissioner or the FDIC in the regular course of the business of Buyer or any Buyer Subsidiary, no federal, state or local governmental agency, commission or other entity has initiated any proceeding or, to the Knowledge of Buyer, investigation into the business or operations of Buyer or any Buyer Subsidiary within the past two (2) years. There is no unresolved violation, criticism or exception by the Federal Reserve Board, the Commissioner, the FDIC or other agency, commission or entity with respect to any report or statement referred to herein that would reasonably be expected to have a Material Adverse Effect on Buyer on a consolidated basis.
Buyer SEC Reports. Buyer has timely filed all reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that it was required to file with the SEC since November 10, 2015 (the “Buyer SEC Documents”), and all such Buyer SEC Documents have complied in all material respects with all legal requirements relating thereto.
Buyer SEC Reports. All reports and filings required by Buyer to be filed with the Securities and Exchange Commission from January 1, 2006 to the date hereof have been duly filed as required by laws and regulations of the SEC, including periodic financial information of Buyer from time to time as required by the SEC. These reports and financial data can be accessed at the SEC website address of xxx.xxx.xxx.
Buyer SEC Reports. Buyer covenants and agrees with the Company and the Shareholders that Buyer shall use its best efforts to timely file with or submit to the SEC all reports and information required in order to provide adequate current public information in accordance with Rule 144(c)(1) under the Securities Act of 1933, as amended (the “Securities Act”), to enable the public sale of the Subject Shares in compliance with Rule 144 under the Securities Act.
Buyer SEC Reports. Buyer has filed with the SEC all forms, reports, schedules, and registration statements required to be filed by them with the SEC (as amended since the time of their filing and prior to the date hereof, collectively, the “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder, or the Securities Act of 1933, as amended, including the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports contained, at the time they were filed or became effective, as the case may be, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Since December 31, 2007, there has been no event, occurrence, development or state of circumstances or facts or change in Buyer affecting Buyer or its business that has had or that may be reasonably expected to have, either alone or together with all such events, occurrences, developments, states of circumstances or facts or changes, a Buyer Material Adverse Effect.
