Commission Filings; Financial Statements. (a) Shared Technologies has filed all required forms, reports and documents during the past three years (collectively, the "SEC Reports") with the Securities and Exchange Commission (the "SEC"), all of which complied when filed in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). As of their respective dates the SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not mis- leading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Shared Technologies and its subsidiaries included or incorporated by reference in such SEC Reports have been prepared in accordance with generally accepted accounting principles applied on a con- sistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consol- idated financial position of Shared Technologies and its sub- sidiaries as of the dates thereof and the consolidated results of operations and consolidated cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and to the extent they may not include footnotes or may be condensed or summary statements).
Commission Filings; Financial Statements. (a) The Company has filed all reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. As of the respective dates of their filing with the Commission, the Commission Filings complied in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Commission Filings; Financial Statements. (a) Acquiror has filed with the Commission and made available to Target or its representatives all forms, reports and documents required to be filed by Acquiror with the Commission since December 31, 1996 (collectively, the "ACQUIROR COMMISSION REPORTS"). The Acquiror Commission Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Acquiror Commission Reports or necessary in order to make the statements in such Acquiror Commission Reports, in the light of the circumstances under which they were made, not misleading.
Commission Filings; Financial Statements. Since January 1, 1992, Enterra and each of the Enterra Subsidiaries have filed all reports, registration statements and other filings, together with any amendments required to be made with respect thereto, that they have been required to file with the Commission under the Securities Act and the Exchange Act. All reports, registration statements and other filings (including, without limitation, all notes, exhibits and schedules thereto and documents incorporated by reference therein) filed by Enterra with the Commission since January 1, 1992 through the date of this Agreement, together with any amendments thereto, are sometimes collectively referred to as the "Enterra Commission Filings". Enterra has heretofore delivered to Weatxxxxxxx xxxies of the Enterra Commission Filings. As of the effectiveness dates declared by the Commission, in the case of registration statements, as of the mailing dates, in the case of proxy statements, or as of the filing dates with the Commission, in the case of all other Enterra Commission Filings, the Enterra Commission Filings complied, and the Proxy Statement (except with respect to information concerning Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx xx Enterra specifically for use therein) will comply, in all material respects with the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. All material contracts of Enterra and the Enterra Subsidiaries have been included in the Enterra Commission Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the Commission. Each of the audited consolidated financial statements (including, without limitation, any related notes or schedules) included or incorporated by reference in the Enterra Commission Filings was, and each of the audited consolidated financial statements to be included or incorporated by reference in the Proxy Statement (except for those financial statements of Weatxxxxxxx xxx the Weatxxxxxxx Xxxsidiaries furnished by or on behalf of Weatxxxxxxx to Enterra specifically for use therein) will be, prepared in accordance with generally accepted ...
Commission Filings; Financial Statements. (a) Seller has delivered or made available to the Buyer accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by the Company with the Commission (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, “Company Commission Documents”). All statements, reports, schedules, forms and other documents required to have been filed by the Company with the Commission have been so filed on a timely basis. As of the time it was filed with the Commission (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of Company Commission Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act; and (ii) none of Company Commission Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Commission Filings; Financial Statements. (a) The Company has filed with the Securities and Exchange Commission (the "COMMISSION") and made available to the Purchaser or its representatives all forms, reports and documents required to be filed by the Company with the Commission since December 31, 1997 (collectively, the "COMPANY COMMISSION REPORTS"). The Company Commission Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, (the "SECURITIES ACT"), and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Commission Filings; Financial Statements. (a) The Company has filed on a timely basis with the Securities and Exchange Commission (the “Commission”) and made available to Investor or its representatives all forms, reports and documents required to be filed by the Company with the Commission since August 2, 2000 (collectively, the “Company Commission Reports”). The Company Commission Reports constitute all of the documents required to be filed by the Company with the Commission under Section 13 or 14 of the Exchange Act of 1934, as amended (the “Exchange Act”) since August 2, 2000. The Company Commission Reports (i) at the time filed, (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company Commission Reports or necessary in order to make the statements in such Company Commission Reports, in the light of the circumstances under which they were made, not misleading.
Commission Filings; Financial Statements. (a) Except for amendments required to Exchange Act filings as a result of the restatements of the Company's financial statements described in the Company's financial statements described in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, the Company has timely filed all reports, registration statements and other filings, together with any amendments or supplements required to be made with respect thereto, that it has been required to file with the Commission under the Securities Act and the Exchange Act. The Company's Annual Report on Form 10-K for the fiscal year ending December 31, 1999, as amended as a result of the restatements of the Company's financial statements described in the Company's financial statements thereto, and all Commission Filings filed thereafter have complied in all material respects with the applicable provisions of the Securities Act and the Exchange Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Commission Filings; Financial Statements. (a) ECSI has made available to HYUNDAI accurate and complete copies (including copies of exhibits) of each report, registration statement and definitive proxy and information statements filed by ECSI with the Commission since January 1, 2004 (collectively, with all information incorporated by reference therein or deemed to be incorporated by reference therein, "ECSI Commission Documents"). All statements, reports, schedules, forms and other documents required to have been filed by ECSI with the Commission have been so filed on a timely basis. As of the time it was filed with the Commission (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each ECSI Commission Document complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); and (ii) no ECSI Commission Document contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Commission Filings; Financial Statements. (a) The Company has timely filed all registration statements, prospectuses, forms, reports and documents required to be filed by it under the Securities Act or the Exchange Act, as the case may be, since September 30, 2000 (those filings that have been made prior to the date hereof, collectively, the "COMPANY COMMISSION FILINGS"). The Company Commission Filings (i) as of their respective dates, were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Subsidiary is subject to the periodic reporting requirements of the Exchange Act.
