Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Appears in 3 contracts

Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)

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Company SEC Reports. Since January 1October 26, 2018 and through the date of this Agreement2017, the Company has filed with or furnished to the SEC all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report compliedcomplied as to form, as of its filing date (date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Appears in 2 contracts

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

Company SEC Reports. Since January 1, 2018 and 2019 through the date of this Agreement, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002, the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each no Company SEC Report did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Purchase Agreement (Fluidigm Corp), Purchase Agreement (Fluidigm Corp)

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement2013, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date (date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Linkedin Corp), Agreement and Plan of Merger

Company SEC Reports. Since January 1, 2018 2017 and through the date of this Agreement, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding superseded filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vitamin Shoppe, Inc.), Agreement and Plan of Merger (Liberty Tax, Inc.)

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement2017, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding superseded filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC. As of the date of this Agreement, there are no outstanding or unresolved SEC comments. To the Knowledge of the Company, as of the date of this Agreement, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement2013, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report compliedcomplied as to form, as of its filing date (date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Appears in 1 contract

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

Company SEC Reports. Since January 1February 10, 2018 2022 and through the date of this Agreement, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”)) prior to the date of this Agreement. Each such Company SEC Report compliedcomplied in all material respects, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects ) with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Investment Agreement (Cepton, Inc.)

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement, the The Company has filed or furnished all registration ------------------- statements, forms, reports and other documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the Company with the SEC since January 1, 1999, and copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports and other documents (including those that the Company may file after the date of this Agreement (hereof until the Closing) are referred to herein as the "Company SEC Reports”). Each ." The Company SEC Report compliedReports (i) were or will be filed on a timely basis, as of its filing date (orii) at the time filed, if amended were or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), will be prepared in compliance in all material respects with the applicable requirements of the Securities Act or Act, and the Exchange Act, as the case may be, each as in effect on and the date that rules and regulations of the SEC thereunder applicable to such Company SEC Report was filed. TrueReports, correct and complete copies of all Company SEC Reports (iii) did not or will not at the time they were or are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (filed or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended amendment was or superseded filing), each Company SEC Report did not is filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 15(d) of the Securities Act or Section 13(a) of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headhunter Net Inc)

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement, the The Company has filed or furnished all registration statements, forms, reports and other documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the Company with the SEC since January 1, 1999, and copies of all registration statements, forms, reports and other documents filed by the Company with the SEC since such date are publicly available. All such registration statements, forms, reports and other documents (including those that the Company may file after the date of this Agreement (hereof until the Closing) are referred to herein as the "Company SEC Reports”). Each ." The Company SEC Report compliedReports (i) were or will be filed on a timely basis, as of its filing date (orii) at the time filed, if amended were or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), will be prepared in compliance in all material respects with the applicable requirements of the Securities Act or Act, and the Exchange Act, as the case may be, each as in effect on and the date that rules and regulations of the SEC thereunder applicable to such Company SEC Report was filed. TrueReports, correct and complete copies of all Company SEC Reports (iii) did not or will not at the time they were or are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (filed or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended amendment was or superseded filing), each Company SEC Report did not is filed contain any untrue statement of a material fact or omit to state any a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 15(d) of the Securities Act or Section 13(a) of the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headhunter Net Inc)

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Company SEC Reports. Since January 1, 2018 and through the date of this Agreement2014, the Company has filed with or furnished to the SEC all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report compliedcomplied as to form, as of its filing date (date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocket Fuel Inc.)

Company SEC Reports. Since The Company has timely filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available (provided that all documents filed by the Company electronically with the SEC and publicly available prior to the date hereof shall be deemed available) to Parent true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including without limitation its Annual Reports to Stockholders to the extent incorporated by reference in certain of such reports, required to be filed by it with the SEC since January 1, 2018 and through 1999 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act (collectively, the "COMPANY SEC REPORTS"). As of the respective dates each Company SEC Report was filed, such Company SEC Report filed on or prior to the date of this Agreement, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Company has filed or furnished all forms, reports Securities Act and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report compliedExchange Act, as of its filing date the case may be, and the applicable rules and regulations promulgated thereunder, and (or, b) did not at the time it was filed (or if amended or superseded superceded by a filing prior to the date of this Agreement, then as and on the date of such so amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not superceded) contain any untrue statement of a material fact or omit to state any 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. Each contract, lease, indenture, agreement, arrangement or understanding to which the Company is a party that is required to be filed with the SEC has been timely filed.

Appears in 1 contract

Samples: Ascent Pediatrics Inc

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement, the (a) The Company has timely filed or furnished furnished, as applicable, all reports, schedules, forms, reports statements and other documents with the SEC that have been required to be filed or furnished by it the Company with the SEC since April 1, 2021 through the date hereof, pursuant to applicable Laws the reporting requirements of the Exchange Act (all of the foregoing filed or furnished, as applicable, prior to the date of this Agreement hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein, collectively, the “Company SEC Reports”). Each Company SEC Report complied, each of which complied at the time of filing or furnishing, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing)applicable, in all material respects with the all applicable requirements of the Securities Act or and the Exchange Act, as the applicable, in each case may be, each as in effect on the date that dates such Company SEC Report was filed. Trueforms, correct reports and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SECdocuments were filed or furnished. As of its filing date (orrespective date, and if amended or superseded by a filing prior to amended, as of the date of this Agreementthe last such amendment, on the date of such amended or superseded filing), each no Company SEC Report did not contain Report, when filed or furnished, contained any untrue statement of a material fact or omit omitted to state any 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. All exhibits that are required to be included as part of or specifically identified in the Company SEC Reports, are so included or specifically identified. True and complete copies of the Company SEC Reports are available for public access via the SEC’s XXXXX system.

Appears in 1 contract

Samples: Share Exchange Agreement (Portage Biotech Inc.)

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement, the The Company has filed or furnished filed, and to the extent not publicly available, made available to Parent, all forms, reports reports, schedules, statements, prospectuses, registration statements and documents with the SEC that have been other documents, including any exhibits thereto, required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement Company with the SEC since March 31, 2022 (collectively, the “Company SEC Reports”). Each Company SEC Report compliedas of its filing date, or, if amended or superseded by a subsequent filing made prior to the Agreement Date, as of the date of the last such amendment or superseding filing, complied and each Company SEC Report filed subsequent to the Agreement Date will comply, with the applicable requirements of the Securities Act or the Exchange Act and the Sarbanes Oxley Act, as the case may be, and the rules and regulations thereunder. Each Company SEC Report, as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this AgreementAgreement Date, on the date of such amended or superseded filing), did not contain, and each Company SEC Report did filed subsequent to the Agreement Date will not contain contain, any untrue statement of a material fact or omit to state any material fact 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 Subsidiaries of the Company is required to file any forms, reports, schedules, statements, prospectuses, registration statements or other documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Relic, Inc.)

Company SEC Reports. Since January 1, 2018 and through the date of this Agreement2019, the Company has filed or furnished all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report complied, as of its filing date (date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Activision Blizzard, Inc.)

Company SEC Reports. Since January 1, 2018 and through the date of this AgreementLookback Date, the Company has filed with or furnished to the SEC all forms, reports and documents with the SEC that have been required to be filed or furnished by it pursuant to applicable Laws prior to the date of this Agreement (the “Company SEC Reports”). Each Company SEC Report compliedcomplied as to form, as of its filing date (date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, on the date of such amended or superseding filing), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date that such Company SEC Report was filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Appears in 1 contract

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

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