Company SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all of the forms, reports (including reports on Forms 8-K, 10-Q and 10-K), statements (including proxy statements), schedules and registration statements of the Company, and other documents required to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act since May 31, 2012 together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference and all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (collectively, the “Company SEC Reports”). As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the Agreement Date), each Company SEC Report (including all Company SEC Documents that become effective, are filed or are furnished after the date hereof) complied or, if not yet effective, filed or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) and the rules and regulations of the SEC thereunder applicable to such Company SEC Report. None of the Company SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the Agreement Date), contained or, if not yet effective, filed or furnished, will contain any untrue statement of a material fact or omitted or, if not yet effective, filed or furnished, will omit to state any 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 or, if applicable, will be made, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. As of the Agreement Date, there are no outstanding or unresolved comments received from the SEC staff with respect to any of the Company SEC Reports.
Company SEC Filings. The Company has filed or furnished, as applicable, all forms, reports and other documents required to be filed or furnished by it with the SEC, as the case may be, since January 1, 2019 (collectively, the “Company SEC Filings”). Each Company SEC Filing (i) as of its date, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes Oxley Act, as the case may be, and (ii) did not, at the time it was filed or furnished (or, if amended, at the time (and taking into account the content) of such amendment), contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the Company’s Knowledge, as of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Filings. To the Company’s Knowledge, as of the date hereof, none of the Company SEC Filings is the subject of outstanding SEC investigation, or ongoing SEC review.
Company SEC Filings. The Company has filed or otherwise transmitted to the SEC all required reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements required to be filed by it with the SEC, since December 31, 2015. None of the Retained Subsidiaries is required to file or furnish any reports with the SEC pursuant to the Exchange Act. As of their respective filing dates, or, if amended or superseded after the date of filing, as of the date of the last such amendment or applicable subsequent filing, each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Exchange Act, and the applicable rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then as of the date of the last such amendment or applicable subsequent filing), none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for purposes of complying with Regulation FD under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the SEC Reports and, to the knowledge of the Company, none of the SEC Reports is the subject of any outstanding SEC investigation.
Company SEC Filings. As of the Forward Closing, the Company will have made available to the Purchaser all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since the IPO Closing, pursuant to the Exchange Act or the Securities Act (collectively, as may be amended since the time of their filing through the Forward Closing, the “Company SEC Filings”). As of the respective date of its filing (or if amended or superseded by a filing prior to the Forward Closing, then on the date of such filing), the Company SEC Filings 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 that will made therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no such representation or warranty with respect to the registration statement on Form S-4 to be filed by the Company with respect to the Business Combination or any other information relating to the target company in the Business Combination or any of its affiliates included in any Company SEC Filing or filed as an exhibit thereto.
Company SEC Filings. (a) The Company has made available to the Investor through the XXXXX system, true and complete copies of all of the Company’s Form 10-K, Form 10-Q, Form 8-K, Form 14-A, Form 14-C and all other periodic filings with the SEC made by the Company under the 34 Act (collectively, the “Company SEC Filings”).
Company SEC Filings. The Company has previously made available to Purchaser true and complete copies of (a) its proxy statements on Schedule 14A to the Securities Exchange Act relating to all meetings of stockholders (whether special or annual) during the calendar years 2003, 2004 and 2005, (b) all other reports or filings, as amended, filed under the Securities Exchange Act by the Company with the SEC since January 1, 2002, including, without limitation, reports on Forms 10-K, 10-Q and 8-K, and filings with the SEC under the Securities Act, and (c) beneficial ownership reports or filings relating to the Company Common Stock furnished to the Company since January 1, 2002.
Company SEC Filings. (a) The Company has filed with or furnished to the SEC, all reports, schedules, forms, statements, prospectuses, registration statements and other documents, as such documents may be amended, supplemented or restated, required to be filed with or furnished to the SEC by the Company since January 1, 2016 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company SEC Documents").
Company SEC Filings. The Company has filed or furnished all reports, schedules, forms, certificates, statements or other documents required to be filed or furnished by it under Securities Act or the Exchange Act, as the case may be, since July 1, 2008 (collectively, the “Company SEC Filings”; it being expressly understood and agreed that for all purposes of this Agreement, the defined term Company SEC Filings shall include the Company’s annual report on Form 10-K for the fiscal year ended December 25, 2010 filed on March 17, 2011 and publicly available on XXXXX on March 18, 2011 in the form previously provided to Parent and such report shall be deemed filed with the SEC and publicly available prior to the date of this Agreement). Each Company SEC Filing, to the extent filed and not furnished, (i) at the time it was filed and, if amended, as of the date of such amendment, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not, at the time it was filed (or, if subsequently amended or supplemented, at the time of such amendment or supplement), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is separately required to file any report, schedule, form, statement of other document with the SEC. Since July 1, 2008, there have been no amendments or modifications to any of the agreements, documents or other instruments that previously had been filed by the Company with the SEC that have not been filed by the Company with the SEC and are currently in effect.
Company SEC Filings. Except as set forth in Section 3.4 of the Company Disclosure Schedules, the Company has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since January 1, 2017 (collectively, and together with any information incorporated therein by reference, and as they have been supplemented, modified or amended since the time of filing, the “Company SEC Reports”). Each of the Company SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects with the applicable requirements of the Federal Securities Laws. As of their respective dates of filing, the Company SEC 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 therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Company SEC Reports.
Company SEC Filings. The Company shall be current in its filing of all periodic and other reports and documents required to be filed by it pursuant to the Exchange Act or Securities Act.
