Common use of Company Reports; Financial Statements Clause in Contracts

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each of the Company Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yucheng Technologies LTD)

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Company Reports; Financial Statements. (a) The Since January 1, 2011 (the “Applicable Date”), the Company has filed or furnished, as applicable, on a timely basis, basis (taking into account all applicable grace periods) all forms, statements, certifications, reports reports, statements and documents required to be filed or furnished by it with the SEC pursuant to the Securities Act and the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereofDate, including any amendments thereto, the “Company SEC Reports”). No Subsidiary Each of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each of the Company SEC Reports, at the time of its filing or being furnished (or, if amended, as of the time of such amendment), complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards Act and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “SxxxxxxxXxxxxxxx-Xxxxx Act”), ) and any rules and regulations promulgated thereunder applicable to the Company SEC Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereofamended, as of the date of such amendment), (x) each Company SEC Report filed pursuant to the Company Reports Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading and (y) each Company SEC Report filed pursuant to the Securities Act did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heinz H J Co)

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since January 15, 2010 2011 (the “Applicable Date”) (,” and the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereofof the Agreement, including any amendments thereto, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply when filed or furnished, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereofof the Agreement, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed with or furnished to the SEC subsequent to the date of the Agreement will 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 light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diodes Inc /Del/)

Company Reports; Financial Statements. (a) The Company has made available to Parent each registration statement, report, proxy statement or information statement filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC (collectively, including any amendments of any such reports, the "Company Reports") pursuant to the Exchange Securities Act or the Securities Exchange Act of 1933, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports 1998 and documents filed or furnished since the Applicable Date and those filed or furnished subsequent prior to the date hereof, including (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and (ii) the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1999, June 30, 1999 and September 30, 1999, each in the form filed with the SEC (including exhibits, annexes and any amendments thereto, the “Company Reports”). No Subsidiary None of the Company is or has been required to file or furnish any periodic reports with Reports (in the SEC. Except as otherwise provided in Section 4.5(a) case of Company Disclosure Schedule, each of the Company Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of Reports filed pursuant to the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment)their effective dates, the Company Reports did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in under which they were made, not misleading.misleading and none of the Company Reports (in the case of Company Reports filed pursuant to the Exchange Act) as of the respective dates first mailed to shareholders contains any statement which, at the time and in the light of the circumstances under which it was made, was false or misleading with respect to any material fact, or omits to state any material

Appears in 1 contract

Samples: Agreement and Plan of Merger (Columbia Energy Group)

Company Reports; Financial Statements. (a) The Company, and each Company Subsidiary has filed or furnished, as applicable, on a timely basis, basis all forms, filings, registrations, submissions, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act of 1933since December 31, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) 2006 (the forms, statements, reports and documents filed or furnished since the Applicable Date December 31, 2006 and those filed or furnished subsequent to through the date hereof, including any amendments thereto, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each Each of the Company Reports, at the time of its filing or being furnished complied complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not not, and any Company Reports filed or furnished with the SEC subsequent to the date hereof will 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 light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacwest Bancorp)

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports reports, contracts and documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (“Commission”) pursuant to the Securities Exchange Act or the Securities Act of 19331934, as amended (the “Exchange Act”) or the Securities ActAct since February 28, 2020, including (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 Annual Report”), since January 1(ii) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 2020 (the “Applicable Date2020 First Quarter 10-Q”) and (iii) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 (the “2020 Second Quarter 10-Q”) (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereofFebruary 28, 2020, including any amendments thereto, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each Each of the Company Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder thereunder, applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereofof this Agreement, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Purchase Agreement (Callon Petroleum Co)

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to under the Exchange Act or the Securities Act of 1933, as amended and the rules and regulations thereunder (the "Securities Act”), ") since January May 1, 2010 2004 (the "Applicable Date") (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the "Company Reports"). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each Each of the Company Reports, at the time of its filing or being furnished complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards Act and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx"Xxxxxxxx-Xxxxx Act"), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American International Group Inc)

Company Reports; Financial Statements. (ai) The Company has delivered or made available to the Parent each registration statement, report, proxy statement or information statement prepared by it since March 31, 2004, including (i) the Company's Annual Reports on Form 10-K for the years ended March 31, 2004, March 31, 2005, and Xxxxx 00, 0000, (xx) the Company's Quarterly Reports on Form 10-Q for the periods ended June 30, 2004, September 30, 2004, December 31, 2004, June 30, 2005, September 30, 2005, December 31, 2005 and June 30, 2006 and (iii) each Current Report on Form 8-K filed or furnishedsince June 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC (collectively, including any such reports filed subsequent to the date hereof and as applicableamended, on a timely basisthe "Company Reports"). The Company has filed all reports, all formsschedules, statements, certifications, reports forms and documents statements required to be filed or furnished by it the Company with the SEC pursuant to the Exchange Act or the Securities Act of 1933since June 30, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each of the Company Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates2004. As of their respective dates (or, if amended prior to the date hereofamended, as of the date of such amendmentamendment prior to the date hereof), the Company Reports complied (and any Company Reports filed with the SEC subsequent to the date hereof will comply) in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not not, and any Company Reports filed with the SEC subsequent to the date hereof will 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 light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income, of cash flow and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, cash flows, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), in each case in accordance with U.S. generally accepted accounting principles ("GAAP"), except as may be noted therein, consistently applied during the periods involved and the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meggitt USA Inc)

Company Reports; Financial Statements. (a) The Except as set forth on Schedule 3.07(a) hereto, the Company has filed or furnishedmade available (including by filing publicly by EDGAR with the SEC) to the Investor a true and complete copy of (i) txx Xxnual Report on Form 10-K of each of the Company and, as if applicable, US Airways for each of the fiscal years ended December 31, 2004, 2003 and 2002; (ii) the Quarterly Report on a timely basisForm 10-Q of each of the Company and US Airways for each of the periods ended March 31, all forms2004, statementsJune 30, certifications2004 and September 30, reports 2004; and documents (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company or furnished by it US Airways with the SEC pursuant to the Exchange Act or the Securities Act of 1933since December 31, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports 2001 and documents filed or furnished since the Applicable Date and those filed or furnished subsequent prior to the date hereof, in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Company "SEC Reports"). No Subsidiary As of their respective dates, the Company is or has been required to file or furnish any periodic reports SEC Reports (i) were timely filed with the SEC. Except as otherwise provided in Section 4.5(a; (ii) of Company Disclosure Schedulecomplied, each of the Company Reports, at the time of its filing or being furnished complied in all material respects respects, with the applicable requirements of the Exchange Act and the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 ; (as amended and including the rules and regulations promulgated thereunderiii) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not 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 light of the circumstances in under which they were made, not misleading; and (iv) presented fairly, in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto), the financial position and results of operations of the entity to which such report applies as of the date and for the period set forth therein. Other than the SEC Reports, neither the Company nor US Airways has filed or been required to file any other reports or statements with the SEC since December 31, 2001.

Appears in 1 contract

Samples: Investment Agreement (Us Airways Group Inc)

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, (A) its annual report on Form 10-K for the fiscal year ended Mxxxx 00, 0000, (X) its quarterly reports on Form 10-Q for its fiscal quarters ended after March 31, 2018, (C) its proxy or information statements relating to meetings of, or actions taken without a timely basismeeting by, the shareholders of the Company held since March 31, 2018, and (D) all other forms, statementsreports, certifications, reports schedules and documents other statements required to be filed or furnished by it with the SEC pursuant to under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), since January April 1, 2010 2018 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments theretoclauses (A) through (D) collectively, the “Company Reports”). No Subsidiary As of its respective date, and, if amended, as of the Company is or has been required to file or furnish any periodic reports with date of the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedulelast such amendment, each of the Company Reports, at the time of its filing or being furnished Report complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards Act and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the Sxxxxxxx-Xxxxx ActSOX”), and any rules and regulations promulgated thereunder applicable to the such Company Reports, each in effect on such datesReport. As of their its respective dates (ordate, and, if amended prior to the date hereofamended, as of the date of the last such amendment), the no Company Reports did not contain Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Command Security Corp)

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Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, schedules, certifications, reports and other documents required to be filed or furnished by it with or to the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act of 1933Act, as amended (the “Securities Act”)including all exhibits thereto and information incorporated thereby, since January 1, 2010 2018 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent prior to the date hereof, including any amendments theretohereof (as amended or supplemented, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each Each of the Company Reports, at the time of its filing or being furnished (or, if such Company Report was amended or superseded, as of the date of such subsequent filing) with the SEC (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards Act and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “SxxxxxxxXxxxxxxx-Xxxxx Act”), and any the published rules and regulations promulgated thereunder of the SEC applicable to the Company Reports, each in effect on such dates. As of their respective dates and (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports ii) did not 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 light of the circumstances in under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Benefytt Technologies, Inc.)

Company Reports; Financial Statements. (a) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the U.S. Securities Act of 1933, as amended (the “Securities Act”), since January 1July 27, 2010 2017 (the “Applicable Date”) (the forms, statements, reports and other documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments theretoor exhibits thereto and the documents incorporated by reference therein, collectively, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each Each of the Company Reports, at the time of its filing or being furnished furnished, complied in all material respects with the then applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the SxxxxxxxU.S. Xxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “SxxxxxxxXxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newater Technology, Inc.)

Company Reports; Financial Statements. (ai) The Company has filed delivered or furnishedmade available to the Parent each registration statement, as applicablereport, on a timely basis, all forms, statements, certifications, reports and documents required to be filed proxy statement or furnished information statement prepared by it since March 31, 2004, including (i) the Company’s Annual Reports on Form 10-K for the years ended March 31, 2004, March 31, 2005, and Xxxxx 00, 0000, (xx) the Company’s Quarterly Reports on Form 10-Q for the periods ended June 30, 2004, September 30, 2004, December 31, 2004, June 30, 2005, September 30, 2005, December 31, 2005 and June 30, 2006 and (iii) each Current Report on Form 8-K filed since June 30, 2004, each in the form (including exhibits, annexes and any amendments thereto) filed with the SEC pursuant to the Exchange Act or the Securities Act of 1933(collectively, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, including any such reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments theretohereof and as amended, the “Company Reports”). No Subsidiary of The Company has filed all reports, schedules, forms and statements required to be filed by the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure ScheduleSEC since June 30, each of the Company Reports, at the time of its filing or being furnished complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates2004. As of their respective dates (or, if amended prior to the date hereofamended, as of the date of such amendmentamendment prior to the date hereof), the Company Reports complied (and any Company Reports filed with the SEC subsequent to the date hereof will comply) in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and did not not, and any Company Reports filed with the SEC subsequent to the date hereof will 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 light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and each of the consolidated statements of income, of cash flow and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, cash flows, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”), except as may be noted therein, consistently applied during the periods involved and the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Firearms Training Systems Inc)

Company Reports; Financial Statements. (a) The Except as set forth on Schedule 3.07(a) hereto, the Company has filed or furnishedmade available (including by filing publicly by XXXXX with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of each of the Company and, as if applicable, US Airways for each of the fiscal years ended December 31, 2004, 2003 and 2002; (ii) the Quarterly Report on a timely basisForm 10-Q of each of the Company and US Airways for each of the periods ended March 31, all forms2004, statementsJune 30, certifications2004 and September 30, reports 2004; and documents (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company or furnished by it US Airways with the SEC pursuant to the Exchange Act or the Securities Act of 1933since December 31, as amended (the “Securities Act”), since January 1, 2010 (the “Applicable Date”) (the forms, statements, reports 2001 and documents filed or furnished since the Applicable Date and those filed or furnished subsequent prior to the date hereof, in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “Company SEC Reports”). No Subsidiary As of their respective dates, the Company is or has been required to file or furnish any periodic reports SEC Reports (i) were timely filed with the SEC. Except as otherwise provided in Section 4.5(a; (ii) of Company Disclosure Schedulecomplied, each of the Company Reports, at the time of its filing or being furnished complied in all material respects respects, with the applicable requirements of the Exchange Act and the Securities Act, the Exchange Act, applicable accounting standards and the Sxxxxxxx-Xxxxx Act of 2002 ; (as amended and including the rules and regulations promulgated thereunderiii) (the “Sxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports did not 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 light of the circumstances in under which they were made, not misleading; and (iv) presented fairly, in each case in accordance with GAAP applied on a consistent basis throughout the periods covered (except as stated therein or in the notes thereto), the financial position and results of operations of the entity to which such report applies as of the date and for the period set forth therein. Other than the SEC Reports, neither the Company nor US Airways has filed or been required to file any other reports or statements with the SEC since December 31, 2001.

Appears in 1 contract

Samples: Investment Agreement (Us Airways Group Inc)

Company Reports; Financial Statements. (ai) The Company has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to under the Exchange Act or the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), ) since January May 1, 2010 2004 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Company Reports”). No Subsidiary of the Company is or has been required to file or furnish any periodic reports with the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedule, each Each of the Company Reports, at the time of its filing or being furnished complied in all material respects with with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards Act and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the “SxxxxxxxXxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such dates. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports 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 light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (21st Century Insurance Group)

Company Reports; Financial Statements. (ai) The Company has timely filed or furnishedfurnished with the Securities and Exchange Commission (the “SEC”), as applicable, (A) its annual report on Form 10-K for the fiscal years ended December 31, 2019 and December 31, 2020, (B) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 2019, (C) its proxy or information statements relating to meetings of, or actions taken without a timely basismeeting by, the stockholders of the Company held since December 31, 2019, and (D) all other forms, statementsreports, certificationsschedules, reports and documents other statements required to be filed or furnished by it with the SEC pursuant to under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), ) since January 1, 2010 2019 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments theretoclauses (A) through (D) collectively, the “Company Reports”). No Subsidiary As of its respective date, and, if amended, as of the Company is or has been required to file or furnish any periodic reports with date of the SEC. Except as otherwise provided in Section 4.5(a) of Company Disclosure Schedulelast such amendment, each of the Company Reports, at the time of its filing or being furnished Report complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, applicable accounting standards Act and the Sxxxxxxx-Xxxxx Act of 2002 (as amended and including the rules and regulations promulgated thereunder) (the Sxxxxxxx-Xxxxx ActSOX”), and any rules and regulations promulgated thereunder applicable to the Company Reports, each in effect on such datesReport. As of their its respective dates (ordate, and, if amended prior to the date hereofamended, as of the date of the last such amendment), the no Company Reports did not contain Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Global Logistics, Inc.)

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