Common use of Company Reports Clause in Contracts

Company Reports. (a) All Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis in all material respects. Each such Company Report, at the time of its filing or being furnished (or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, including the rules and regulations promulgated thereunder. Each such Company Report has not contained and will not have contained 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, in each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act.

Company Reports. (a) All Since January 1, 2008, the Company Reports and the Company Subsidiaries have filed or furnished since the Applicable Date all reports, proxy statements, registration statements and other documents required to have been filed or furnished on a timely basis in with the SEC (the “Company Reports”), including under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have paid all material respectsfees and assessments due and payable in connection therewith. Each such When they were filed, the Company Report, at the time of its filing or being furnished (or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have Reports complied in all material respects with the applicable statutes, rules, regulations and forms. In the case of each such Company Report filed with or furnished to the SEC, none of the Company Reports, when filed or furnished, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. Without limiting the generality of what is said in the preceding sentence, the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Company 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied in all material respects with the requirements of the Securities Actform on which it was filed and, the Exchange Act and the Xxxxxxxx-Xxxxx Actwhen it was filed, as applicable, including the rules and regulations promulgated thereunder. Each such Company Report has did not contained and will not have contained any contain an 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 thereinin it, in light of the circumstances in under which they were made, not misleading. As of the date of the Original Agreement, in each case when filed or furnished, or there are no outstanding comments from the SEC with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting, except that any such Company Report that is other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements and disclosures made in those consolidated financial statements regarding the February 2011 sale of loans from FirstBank to a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statementjoint venture majority owned by PRLP Ventures LLC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx ActAct of 2002.

Company Reports. (a) All Since January 1, 2008, the Company Reports and the Company Subsidiaries have filed or furnished since the Applicable Date all reports, proxy statements, registration statements and other documents required to have been filed or furnished on a timely basis in with the SEC (the “Company Reports”), including under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have paid all material respectsfees and assessments due and payable in connection therewith. Each such When they were filed, the Company Report, at the time of its filing or being furnished (or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have Reports complied in all material respects with the applicable statutes, rules, regulations and forms. In the case of each such Company Report filed with or furnished to the SEC, none of the Company Reports, when filed or furnished, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. Without limiting the generality of what is said in the preceding sentence, the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Company 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied in all material respects with the requirements of the Securities Actform on which it was filed and, the Exchange Act and the Xxxxxxxx-Xxxxx Actwhen it was filed, as applicable, including the rules and regulations promulgated thereunder. Each such Company Report has did not contained and will not have contained any contain an 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 thereinin it, in light of the circumstances in under which they were made, not misleading. As of the date of this Agreement, in each case when filed or furnished, or there are no outstanding comments from the SEC with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting, except that any such Company Report that is other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements and disclosures made in those consolidated financial statements regarding the February 2011 sale of loans from FirstBank to a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statementjoint venture majority owned by PRLP Ventures LLC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx ActAct of 2002.

Company Reports. 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 Securities and Exchange Commission (athe “SEC”) All Company Reports pursuant to the Exchange Act or the Securities Act since January 1, 2005 (the forms, statements, certifications, reports and documents filed or furnished since the Applicable Date have been January 1, 2005 and those filed or furnished on a timely basis in all material respectssubsequent to the date hereof, including any amendments thereto, the “Company Reports”). Each such of the Company ReportReports, at the time of its filing or being furnished (complied or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied comply in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, including the any rules and regulations promulgated thereunderthereunder applicable to the Company Reports. Each As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Report has not contained Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date hereof will not have contained 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. The Company has made available to Parent copies of all material correspondence between the SEC and the Company since January 1, in each case when filed 2005. As of the date of this Agreement, there are no material outstanding or furnished, or unresolved comments received from the SEC staff with respect to any proxy statement filed pursuant to the Exchange Act, on the date Company Reports. None of the applicable meeting, except that any such Company Report that Company’s Subsidiaries is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact has been required to be stated therein file any form, report or necessary to make other document with the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in SEC or any respect to make the certifications required of him securities exchange or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Actquotation service.

Company Reports. (a) All The Company Reports and each of its Subsidiaries have timely filed or furnished since all reports, forms, registrations, statements and other documents, together with any amendments required to be made with respect thereto, that they were required to file or furnish with the Applicable Date have been filed SEC pursuant to the Securities Act of 1933 (the “Securities Act”) or furnished on a timely basis in the Securities Exchange Act of 1934 (the “Exchange Act”) (collectively, together with all material respectsexhibits, financial statements and schedules thereto, and all information incorporated therein by reference, but excluding the Proxy Statement, the “Company Reports”). Each such Company Report, at At the time of its filing or being furnished (orfurnished, if amended or supplemented, as each of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as applicable, including the and any rules and regulations promulgated thereunderthereunder applicable to the Company Reports. Each As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Report has not contained Reports did not, and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not have contained 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 which they were made, not misleading. As of the date of this Agreement, in each case when filed there are no outstanding comments from or furnished, or unresolved issues raised by the SEC with respect to any proxy statement filed of the Company Reports. None of the Company’s Subsidiaries are required to file or furnish with or to the SEC any periodic or current reports pursuant to Section 13 or 15(d) of the Exchange Act, on the date of the applicable meeting, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act.

Company Reports. (a) All Since January 1, 2013, each of the Company Reports and the Bank has timely filed or furnished since the Applicable Date have been filed or furnished on a timely basis in all material respectsreports, registrations, documents, filings, statements and submissions, together with any amendments thereto, that it was required to file with or furnish to any Governmental Entity (the foregoing, collectively, the “Company Reports”) and has paid all material fees and assessments due and payable in connection therewith. Each such Company Report, at the time As of its their respective dates of filing or being furnished (furnishing, or, if amended or supplementedamended, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant prior to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such this Agreement, the Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have Reports complied in all material respects with the all statutes and applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicable, including the rules and regulations promulgated thereunderof the applicable Governmental Entities. Each Other than the Form S-1 filed by the Company with the SEC on September 25, 2015 (the “Company S-1”), to the Company’s Knowledge as of the date hereof, no Company Report is the subject of ongoing review, comment or investigation by any Governmental Entity. In the case of each such Company Report has not contained filed with or furnished to the SEC, such Company Report did not, as of its date or if amended prior to the date of this Agreement, as of the date of such amendment and any Company Reports filed with or furnished to the SEC subsequent to the date of this Agreement and prior to the Closing will not have contained any not, contain an 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 thereinin it, in light of the circumstances in under which they were made, not misleading, misleading and complied as to form in each case when filed or furnished, or all material respects with respect to any proxy statement filed pursuant to the applicable requirements of the Securities Act and the Exchange Act. With respect to all other Company Reports filed since January 1, on 2013 or to be filed subsequent to the date of the applicable meeting, except that any such Company Report that is a registration statement filed pursuant this Agreement and prior to the Securities ActClosing, did not contain any untrue statement the Company Reports will be complete and accurate in all material respects as of material fact their respective dates, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date dates of effectiveness of such Company Report that is such a registration statementtheir respective amendments. No executive officer of the Company or the Bank has failed in any respect to make the certifications required of him or her under Section Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (collectively, “Xxxxxxxx-Xxxxx”). The Bank is not required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. Except for normal examinations conducted by a Governmental Entity in the regular course of the business of the Company and the Bank, no Governmental Entity has initiated any proceeding or, to the Knowledge of the Company, investigation into the business or operations of the Company or the Bank since January 1, 2013. There are no unresolved material violations set forth in any report relating to any examinations or inspections by any Governmental Entity of the Company or the Bank. There are no unresolved “matters requiring attention,” “matters requiring immediate attention” or similar items which have previously been communicated to the Company or the Bank by the Federal Reserve or the OCC which are reasonably likely to have a material impact on the Company or the Bank.

Company Reports. Financial Statements. ------------------------------------- The Company has made or, as appropriate, will make, available to Parent each registration statement, report, proxy statement or information statement required to be filed by it since July 1, 2000 (athe "Audit Date") All and ---------- prior to the Effective Time, including the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2000 in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including amendments of any such reports as amended, --- the "Company Reports"). The Company Reports (i) were or will be filed or furnished since the Applicable Date have been filed or furnished on a --------------- timely basis basis, (ii) were or will be prepared in all material respects. Each such Company Report, at the time of its filing or being furnished (or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as applicablethe case may be, including and the rules and regulations promulgated thereunder. Each of the SEC thereunder applicable to such Company Report has Reports, and (iii) did not contained and or will not have contained 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 therein in such Company Reports or necessary in order to make the statements made thereinin such Company Reports, in the light of the circumstances in under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of consolidated statements of cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the consolidated results of operations and cash flows, 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 the absence of notes and normal year-end audit adjustments, which will not be material), in each case when filed or furnished, or in accordance with respect to any proxy statement filed pursuant to GAAP consistently applied during the Exchange Act, on the date of the applicable meetingperiods involved, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to as may be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Actnoted therein.

Company Reports. (a) All Since the Applicable Date, the Company has filed with or furnished to the SEC, as applicable, on a timely basis, all reports, forms, statements, certifications and documents required to be publicly filed with or furnished by the Company to the SEC pursuant to the Exchange Act or the Securities Act. Each of the Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis in all material respects. Each such Company ReportDate, at the time of its filing with or being furnished to the SEC (oror (a) in the case of any registration statement or proxy statement, on the applicable date of effectiveness or the date of the relevant meetings, respectively, and (b) if amended or supplemented, as of on the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, as applicable, including the rules and regulations promulgated thereunder. Each As of their respective dates or, if amended or supplemented, as of the date of such amendment or supplement (and, in the case of any registration statement or proxy statement, on the applicable date of effectiveness or the date of the relevant meeting, respectively), the Company Report has not contained Reports filed or furnished since the Applicable Date have not, and will not have contained (as applicable), 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, in each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act, on the date of the applicable meeting, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the XxxxxxxxSxxxxxxx-Xxxxx ActAct with respect to any of the Company Reports.

Company Reports. The documents furnished or filed by the Company with the SEC on and after October 27, 2020 (a) All collectively, the “Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis in all material respects. Each such Company Report, at the time of its filing or being furnished (or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectivelyReports”), compliedwhen furnished or filed with the SEC, or if not yet filed or furnished, will have complied conformed in all material respects with the to all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Securities Act, as applicable. None of the Company Reports contained (or, including with respect to the rules and regulations promulgated thereunder. Each such Company Report has not contained and Reports filed after the date hereof, will not have contained contain) any untrue statement of a material fact or omit omitted (or, with respect to the Company Reports filed after the date hereof, will 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 under which they were made, not misleading. Since October 27, in each case when filed 2020, neither the Company nor any Subsidiary of the Company has received from the SEC or furnished, any other Governmental Authority any written comments or questions with respect to any proxy statement filed pursuant of the Company Reports (including the financial statements included therein) that are not resolved, or, as of the date hereof, has received any written notice from the SEC or other Governmental Authority that such Company Reports (including the financial statements included therein) are being reviewed or investigated, and, to the Exchange ActCompany’s knowledge, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any Company Reports (including the financial statements included therein). No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. There are no transactions, agreements, arrangements or understandings between the Company or any Subsidiary of the Company, on the date one hand, and any Affiliate (including any officer or director) thereof, but not including any wholly owned Subsidiary of the applicable meetingCompany, except on the other hand, that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact are required to be stated therein or necessary to make the statements therein not misleading on the date disclosed under Item 404 of effectiveness of such Company Report that is such a registration statement. No executive officer Regulation S-K of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx ActExchange Act that are not so disclosed.

Company Reports. (ai) All The Company Reports has filed or furnished, as applicable, on a timely basis all registration statements, forms, reports and other documents required to be filed or furnished by it with the SEC pursuant to the Securities Act or the Exchange Act on or after February 28, 2010 (the “Applicable Date”) (the registration statements, forms, reports and other documents filed or furnished since the Applicable Date have been and those filed or furnished on a timely basis in all material respectssubsequent to the date hereof, including any schedules, exhibits and amendments thereto, the “Company Reports”). Each such of the Company ReportReports, at the time of its filing or being furnished (complied or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied comply when filed or furnished as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as applicablethe case may be. As of their respective dates (or, including if amended prior to the rules date hereof, as of the date of such amendment), the Company Reports did not, and regulations promulgated thereunder. Each such any Company Report has not contained and Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not have contained 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 in under which they were made, not misleading. As of the date of this Agreement, there are no outstanding and unresolved comments in each case when filed comment letters received from the SEC or furnished, or its staff with respect to any proxy statement filed pursuant of the Company Reports. There has been no material correspondence between the SEC and the Company since the Applicable Date that is not available on XXXXX. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, on the date of the applicable meeting, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act.

Company Reports. Financial Statements. The Company has made or, as appropriate, will make, available to Parent each registration statement, report, proxy statement or information statement required to be filed by it since July 1, 2000 (athe "Audit Date") All and prior to the Effective Time, including the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 2000 in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including amendments of any such reports as amended, the "Company Reports"). The Company Reports (i) were or will be filed or furnished since the Applicable Date have been filed or furnished on a timely basis basis, (ii) were or will be prepared in all material respects. Each such Company Report, at the time of its filing or being furnished (or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as applicablethe case may be, including and the rules and regulations promulgated thereunder. Each of the SEC thereunder applicable to such Company Report has Reports, and (iii) did not contained and or will not have contained 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 therein in such Company Reports or necessary in order to make the statements made thereinin such Company Reports, in the light of the circumstances in under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of consolidated statements of cash flow included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the consolidated results of operations and cash flows, 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 the absence of notes and normal year-end audit adjustments, which will not be material), in each case when filed or furnished, or in accordance with respect to any proxy statement filed pursuant to GAAP consistently applied during the Exchange Act, on the date of the applicable meetingperiods involved, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to as may be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Actnoted therein.

Company Reports. (a) All Company Reports Since January 1, 2018, VCT has filed or furnished since all forms, reports and documents with the Applicable Date SEC that have been required to be filed by it under applicable laws prior to the date hereof (all such forms, reports and documents, together with all documents filed or furnished on a timely voluntary basis in and all material respectsexhibits and schedules thereto, the “Company Reports”). Each such Company Report, at the time As of its filing or being furnished date (or, if amended or supplemented, as of superseded by a filing prior to the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Actthis Agreement, on the date of effectiveness of such amended or superseded filing), (i) each Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Act, and/or the XxxxxxxxSxxxxxxx-Xxxxx Act, as applicablethe case may be, including each as in effect on the rules and regulations promulgated thereunder. Each date such Company Report has was filed, and (ii) each Company Report did not contained and will not have contained contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading, in each case when filed or furnished, or with respect to any proxy statement filed pursuant to . To the Exchange Act, on the date Knowledge of the applicable meetingCompany, except that any such Company Report that is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such a registration statement. No executive officer none of the Company has failed Reports is the subject of ongoing SEC review or investigation. The financial statements included in any respect to make the certifications required of him or her under Section 302 or 906 Company Reports comply in all material respects with the applicable accounting requirements and the rules and regulations of the XxxxxxxxCommission with respect thereto as in effect at the time of filing. The financial statements included in the Company Reports have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis(“GAAP”), and fairly represent the financial position of VCT and as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-Xxxxx Actend audit adjustments and the omission of certain footnotes. Except as set forth in the Company Reports, VCT has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of VCT or in the notes thereto. As of the Closing, all liabilities of VCT shall have been paid off and shall in no event remain liabilities of VCT following the Closing, other than immaterial liabilities that will be scheduled prior to the Closing Date.

Company Reports. (a) All The Company has filed all reports, forms, registrations, schedules, statements and other documents required to be filed by it with the Commission since January 1, 1995 (the "COMPANY REPORTS"). As of their respective dates, the Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis in all material respects. Each such Company Report, at the time of its filing or being furnished (or, if amended or supplemented, complied as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Act, on the date of effectiveness of such Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied form in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, including and the applicable rules and regulations promulgated thereunder. Each such Except to the extent that information contained in any Company Report has not contained been amended, revised or superseded by a Company Report subsequently filed and will not have publicly available prior to the date of this Agreement, none of the Company Reports, when filed, contained any untrue statement of a material fact or omit omitted 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 under which they were made, not misleading. (b) Each of the consolidated balance sheets of the Company included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and Company Subsidiary as of its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and cash flows of the Company and Company Subsidiary for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case when filed or furnishedin accordance with U.S. generally accepted accounting principles consistently applied during the periods involved ("GAAP"), or with respect to any proxy statement filed pursuant except as may be noted therein and subject to the Exchange Act, on the date of the applicable meeting, except fact that any such Company Report that is a registration statement filed pursuant to the Securities Act, did unaudited financial statements do not contain full notes thereto. Neither the Company nor Company Subsidiary has any untrue statement of material fact liabilities or omit to state a material fact obligations required to be stated therein disclosed in a consolidated balance sheet or necessary to make the statements therein not misleading on the date of effectiveness of such Company Report that is such notes thereto prepared in accordance with GAAP, except (i) liabilities or obligations reflected on, or reserved against in, a registration statement. No executive officer consolidated balance sheet of the Company has failed or in any respect the notes thereto, and included in the Company Reports, (ii) liabilities or obligations incurred since February 28, 1998, in the ordinary course of business, consistent with past practices, or (iii) liabilities disclosed in a Company Report. 3.7. ABSENCE OF LITIGATION, ORDERS, JUDGMENTS. (a) There are no actions, suits or proceedings pending or, to make the certifications required of him or her under Section 302 or 906 knowledge of the Xxxxxxxx-Xxxxx Act.Company, threatened which involve transactions of or otherwise relate to the Company, Company Subsidiary or either of their businesses or properties, at law or in equity, or before any arbitrator of any kind, or before or by any federal, state, municipal or other governmental department, commission, board,

Company Reports. (a) All Since January 1, 2015, the Company Reports has filed or furnished, as applicable, all forms, reports, certifications and documents with the SEC, the TASE and the ISA that have been required to be filed or furnished since by it under applicable Laws prior to the Applicable Date have been date hereof (all such forms, reports, certifications and documents, together with all documents filed or furnished on a timely voluntary basis in and all material respectsexhibits and schedules thereto, the “Company Reports”). Each such Company Report, at the time As of its filing or being furnished date (or, if amended or supplemented, as of superseded by a filing prior to the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant to the Securities Act or a proxy statement filed pursuant to the Exchange Actthis Agreement, on the date of effectiveness of such amended or superseded filing), (a) each Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, the Xxxxxxxx- Xxxxx Act and/or Israeli Securities Law, as applicablethe case may be, including each as in effect on the rules and regulations promulgated thereunder. Each date such Company Report has was filed, and (b) each Company Report did not contained and will not have contained contain any untrue statement of a material fact or omit to state a any 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, in each case when filed or furnished, or with respect to any proxy statement filed pursuant to the Exchange Act, on the date . None of the applicable meeting, except that any such Company Report that Company’s Subsidiaries is a registration statement filed pursuant to the Securities Act, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein file or necessary to make furnish any forms, reports or other documents with the statements therein not misleading on SEC, the date of effectiveness of such Company Report that is such a registration statementTASE or ISA. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx ActSarbanes‑Oxley Act with respect to any Company Report, except as disclosed in certifications filed with the Company Reports. To the Knowledge of the Company, none of the Company Reports is the subject of ongoing SEC, TASE or ISA review or investigation.

Company Reports. (a) All The Company Reports filed or furnished since the Applicable Date have been filed or furnished on a timely basis in all material respects. Each such Company Report, at the time of its filing or being furnished (or, if amended or supplemented, as of the date of the last such amendment or supplement, or, in the case of a Company Report that is a registration statement filed pursuant has made available to the Securities Act Subscribers an accurate and complete copy of each report, return, document, notice or a proxy statement announcement filed since January 1, 1997 by the Company with the SEC pursuant to the Exchange Act, on with Companies House pursuant to the Companies Acts or with the London Stock Exchange pursuant to the Listing Rules (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company Reports"). As of its date of effectiveness of such filing, each Company Report or date of the applicable meeting, respectively), complied, or if not yet filed or furnished, will have complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act applicable law and the Xxxxxxxx-Xxxxx Act, as applicable, including the rules and regulations promulgated thereunder. Each thereunder applicable to such Company Report, except as set forth in Schedule 3.7. No Company Report has not (including any and all financial statements included therein) contained and will not have contained when filed or, in the case of any Company Report filed since January 1, 1999 (except to the extent revised or superseded by a subsequent filing with the SEC, Companies House or the London Stock Exchange, as the case may be, prior to the date hereof) contains, any untrue statement of a material fact or omit omitted or omits to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. Since January 1, in each case when 1997, the Company has filed or furnished, or with respect all reports and other documents required to any proxy statement be filed pursuant by it under applicable law on a timely basis (after giving effect to Rule 12b-25 under the Exchange Act). The Company has duly registered its Ordinary Shares and ADSs under the Exchange Act in accordance with the Exchange Act and the rules and regulations promulgated by the SEC thereunder, on and its Ordinary Shares have been duly admitted to listing under the date Listing Rules. Notwithstanding the preceding sentences of the applicable meetingthis Section 3.7, except that any such projection, business plan or similar forward-looking statement (a "Forward-Looking Statement") contained in a Company Report that is a registration statement filed pursuant shall not be deemed to the Securities Act, did not contain any have contained an untrue statement of a material fact or omit omitted to state a material any fact required to be stated therein or necessary to make the statements therein not misleading on the date of effectiveness of if such Company Report that is such a registration statement. No executive officer of Forward-Looking Statement (i) was prepared in good faith, (ii) was based upon reasonable assumptions and (iii) the Company has failed in any respect did not believe and had no reasonable grounds to believe that such Forward-Looking Statement contained an untrue statement of a material fact or omitted to state a material fact necessary to make the certifications required statements therein not misleading at the time of him preparation or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Actdelivery thereof.