Common use of Company Reports Clause in Contracts

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements and other documents required to be filed or furnished by it under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and (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 to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 17 contracts

Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (General Growth Properties, Inc.), Cornerstone Investment Agreement (General Growth Properties, Inc.)

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Company Reports. (a) The Since February 26, 2014, the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reports, schedules, statements reports and other documents with the SEC that have been required to be filed or furnished by it under applicable Laws prior to the United States Securities Act of 1933date hereof (all such forms, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such reports and documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereindocuments filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Reports (i) Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, and as the rules and regulations of case may be, each as in effect on the SEC promulgated thereunder applicable to date such Company SEC ReportsReport was filed, and (iib) each Company Report 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company Report, except as disclosed in certifications filed with the Company Reports.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lumenis LTD), Agreement and Plan of Merger (Lumenis LTD)

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) SEC all material forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31January 1, 2007 (such documents2001, as supplemented including the financial statements, exhibits and schedules provided therein or amended since the time of filing, and together with all information incorporated by reference therein, therein (the “Company SEC Reports”). No Subsidiary subsidiary of the Company is required to file any form, report, registration statement, prospectus or other document with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (and as of the date of any amendment), the Company Reports complied, in the case of Company SEC Reports that are registration statements filed pursuant to all material respects, with the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated Act or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Reports, together with any public announcements in a news release issued by the Dow Xxxxx News Service, PR Newswire or any equivalent service (iicollectively, a “Dow Xxxxx News Release”) did made by the Company after the date hereof taken as a whole, as of the Effective Time, 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 therein, in light of the circumstances under which they were madeexisting as of the Effective Time, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Invitrogen Corp)

Company Reports. (a) The Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) SEC all material forms, reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act since December 31January 1, 2007 (such documents2001, as supplemented including the financial statements, exhibits and schedules provided therein or amended since the time of filing, and together with all information incorporated by reference therein, therein (the “Company SEC Reports”). No Subsidiary subsidiary of the Company is required to file any form, report, registration statement, prospectus or other document with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange ActSEC. As of their respective effective dates (and as of the date of any amendment), the Company Reports complied, in the case of Company SEC Reports that are registration statements filed pursuant to all material respects, with the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports), except as and to the extent modified, amended, restated, corrected, updated Act or superseded by any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, the Company SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company Reports, together with any public announcements in a news release issued by the Dow Jxxxx News Service, PR Newswire or any equivalent service (iicollectively, a “Dow Jxxxx News Release”) did made by the Company after the date hereof taken as a whole, as of the Effective Time, 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 therein, in light of the circumstances under which they were madeexisting as of the Effective Time, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bioreliance Corp)

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Company Reports. (a) The Since January 1, 2015, the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) furnished, as applicable, all material forms, reports, schedulescertifications and documents with the SEC, statements the TASE and other documents the ISA that have been required to be filed or furnished by it under applicable Laws prior to the United States Securities Act of 1933, as amended date hereof (the “Securities Act”) or the Exchange Act since December 31, 2007 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedulescertifications and documents, statements together with all documents filed or other documents pursuant to Section 13 or 15 of furnished on a voluntary basis and all exhibits and schedules thereto, the Exchange Act“Company Reports”). As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (a) each Company SEC Reports (i) Report complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and the rules and regulations of Sxxxxxxx-Xxxxx Act and/or Israeli Securities Law, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date such Company SEC ReportsReport was filed, and (iib) each Company Report 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 in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC, the TASE or ISA. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes‑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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mazor Robotics Ltd.)

Company Reports. (a) The Since January 1, 2016, the Company has filed with or otherwise furnished to the Securities and Exchange Commission (the “SEC”) all material forms, reportsreports and documents with the SEC, schedules, statements the TASE and other documents the ISA that have been required to be filed or furnished by it under applicable Laws prior to the United States Securities Act of 1933date hereof (all such forms, as amended (the “Securities Act”) or the Exchange Act since December 31, 2007 (such reports and documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference thereindocuments filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “Company SEC Reports”). No Subsidiary of the Company is required to file with the SEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the Exchange Act. As of their respective effective dates its filing date (in the case of Company SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Reports)or, except as and to the extent modified, amended, restated, corrected, updated if amended or superseded by any subsequent Company SEC Report filed and publicly available a filing prior to the date of this Agreement, on the Company SEC Reports date of such amended or superseded filing), (i) each Company Report complied as to form in all material respects with the applicable requirements of the Securities Act and Act, the Exchange Act, and the rules and regulations of Sxxxxxxx-Xxxxx Act and/or Israeli Securities Law, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date such Company SEC ReportsReport was filed, and (ii) each Company Report 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC, the TASE or the ISA. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SodaStream International Ltd.)

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