Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. The Company has filed with the SEC, and has heretofore made available to Parent and Purchaser 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 Shareholders incorporated by reference in certain of such reports, required to be filed with the SEC since September 30, 1991 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto (collectively, the "Company SEC Reports"). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act.

Company SEC Reports. The Company has filed with and to the SECextent not publicly available, and has heretofore made available to Parent and Purchaser true and complete copies ofParent, each formall forms, registration statementreports, reportschedules, schedule, proxy or information statement statements and other document (including exhibits and amendments thereto)documents, including without limitation its Annual Reports to Shareholders incorporated by reference in certain of such reportsany exhibits thereto, required to be filed by the Company with the SEC since September 30January 1, 1991 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto 2019 (collectively, the "“Company SEC Reports"”). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the The Company SEC Reports, including without limitation any financial statements or schedules included thereinall forms, reports and documents filed by the Company with the SEC after the date hereof and prior to the Effective Time, (ai) complied were and, in all material respects the case of the Company SEC Reports filed after the date hereof, will be, prepared in accordance with all the applicable requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company with the SEC after the date of this Agreement, will not as of the time they 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 SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file any forms, reports reports, schedules, statements or other documents with the SEC pursuant to Section 12 or 15 of the Exchange ActSEC.

Company SEC Reports. The Company has filed with the SEC, and has heretofore made available to Parent and Purchaser 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 Shareholders incorporated by reference in certain of such reports, required to be filed with the SEC since September 30, 1991 1992 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto Act (collectively, the "Company SEC Reports"). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act.

Company SEC Reports. The Company has timely filed with the SECall forms, and has heretofore made available to Parent and Purchaser true and complete copies ofreports, each formschedules, proxy statements, registration statement, report, schedule, proxy or information statement statements and other document documents (including all exhibits and amendments thereto), including without limitation its Annual Reports to Shareholders incorporated by reference in certain of such reports, ) required to be filed with the SEC since September 30January 1, 1991 under 2006 pursuant to the Securities federal securities laws and the SEC rules and regulations thereunder, together with all certifications required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended 2002 (the "Securities “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"”), or (as they have been amended since the Exchange Acttime of their filing, each of which is identified on Schedule 3.5 hereto (and including the exhibits thereto, collectively, the "“Company SEC Reports"”). As of the respective dates such The Company SEC Reports were filed or(including, if any such Company SEC Reports were amendedwithout limitation, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included or incorporated by reference therein) at the time they became effective, (a) in the case of registration statements, or when filed, in the case of any other Company SEC Report, complied in all material respects with all the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be, and the applicable rules and regulations promulgated thereunderof the SEC under all of the foregoing. None of the Company SEC Reports, and (b) did not contain including any financial statements or schedules included or incorporated by reference therein, as of their respective dates, contained any untrue statement of a material fact or omit omitted 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. None Except as set forth in Schedule 3(l), none of the Subsidiaries is required to file any formsreports, reports forms or other documents with the SEC. There are no outstanding or unresolved comments in comment letters received from the SEC pursuant staff with respect to Section 12 or 15 any of the Exchange ActCompany SEC Reports.

Company SEC Reports. The Company has filed with the SEC, and has heretofore made available to Parent the Investor (i) the Company's Annual Report on Form 10-KSB for the year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇) the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999, (iii) the proxy statements relating to the Company's 1999 meeting of stockholders and Purchaser true and complete copies of, each form, (iv) all other reports or registration statement, report, schedule, proxy statements (as amended or information statement and other document (including exhibits and amendments theretosupplemented prior to the date hereof), including without limitation its Annual Reports to Shareholders incorporated filed by reference in certain of such reports, required to be filed the Company with the SEC since September 30, 1991 under the Securities Act of 1933, as amended and Exchange Commission (the "Securities ActSEC")) since April 1, or the Exchange Act1999, each of which is identified on Schedule 3.5 hereto including all exhibits thereto and items incorporated therein by reference (collectively, items (i) through (iv) being referred to as the "Company SEC Reports"). As of their respective dates, the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. None of Since April 1, 1997, the Subsidiaries is required to file any formsCompany has filed all material forms (with necessary amendments), reports or other and documents with the SEC required to be filed by it pursuant to Section 12 the federal securities laws and the SEC rules and regulations thereunder, each of which complied as to form, at the time such form, report or 15 document was filed, in all material respects with the applicable requirements of the Exchange Actfederal securities laws and the applicable rules and regulations thereunder.

Company SEC Reports. The Company has filed or furnished with the SECSEC all forms, and has heretofore made available to Parent and Purchaser true and complete copies of, each form, registration statement, report, schedule, proxy or information statement reports and other document (including exhibits and amendments thereto), including without limitation its Annual Reports to Shareholders incorporated by reference in certain of such reports, documents required to be filed or furnished by the Company with the SEC since September 30, 1991 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto pursuant to applicable law (collectively, including all exhibits thereto, the "“Company SEC Reports")”) since September 22, 2021, and prior to the date hereof. As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the respective dates such date of this Agreement, the Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects as to form with all applicable the requirements of the Securities Act and Act, the Exchange Act, as the case may be, and the applicable respective rules and regulations of the SEC promulgated thereunderthereunder applicable to such Company SEC Reports, and and, except to the extent that information contained in such Company SEC Report has been revised, amended, modified or superseded (bprior to the date of this Agreement) did not contain by a later filed Company SEC Report, none of the Company SEC Reports when filed or furnished (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing) contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 13 or 15 of the Exchange Act.

Company SEC Reports. The Since December 31, 2013, the Company has filed all material forms, reports and documents with the SEC, and has heretofore made available to Parent and Purchaser 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 Shareholders incorporated by reference in certain of such reports, 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 the SEC since September 30, 1991 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto (collectivelyall exhibits and schedules thereto, the "“Company SEC Reports"”). As of the respective dates such Company SEC Reports were filed its filing date (or, if any such Company SEC Reports were amended, as of amended or superseded by a filing prior to the date of this Agreement, on the date of such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements amended or schedules included thereinsuperseded filing), (a) each Company SEC Report complied as to form in all material respects with all the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and each as in effect on the applicable rules and regulations promulgated thereunderdate such Company SEC Report was filed, and (b) each Company SEC 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange ActSEC.

Company SEC Reports. The Company has filed with the SEC, and has heretofore made available to Parent and Purchaser ▇▇▇▇▇▇ or its affiliate 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 Shareholders incorporated by reference in certain of such reports, required to be filed with the SEC since September June 30, 1991 1993 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto Section 4.5 of the Company Disclosure Letter (collectively, the "Company SEC Reports"). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act.

Company SEC Reports. The Since January 1, 2013, the Company has filed all material forms, reports and documents with the SEC, and has heretofore made available to Parent and Purchaser 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 Shareholders incorporated by reference in certain of such reports, 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 the SEC since September 30, 1991 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto (collectivelyall exhibits and schedules thereto, the "“Company SEC Reports"”). As Since January 1, 2013, as of the respective dates such Company SEC Reports were filed its filing date (or, if any such Company SEC Reports were amended, as of amended or superseded by a filing prior to the date of this Agreement, on the date of such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements amended or schedules included thereinsuperseded filing), (a) each Company SEC Report complied as to form in all material respects with all the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and each as in effect on the applicable rules and regulations promulgated thereunderdate such Company SEC Report was filed, and (b) each Company SEC 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. True and correct copies of all Company SEC Reports filed after January 1, 2013 and prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange ActSEC.

Company SEC Reports. The Since December 31, 2009, the Company has filed all material forms, reports and documents with the SEC, and has heretofore made available to Parent and Purchaser 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 Shareholders incorporated by reference in certain of such reports, 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 the SEC since September 30, 1991 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto (collectivelyall exhibits and schedules thereto, the "“Company SEC Reports"”). As of the respective dates such Company SEC Reports were filed its filing date (or, if any such Company SEC Reports were amended, as of amended or superseded by a filing prior to the date of this Agreement, on the date of such amendment was filed, each of the Company SEC Reports, including without limitation any financial statements amended or schedules included thereinsuperseded filing), (a) each Company SEC Report complied as to form in all material respects with all the applicable requirements of the Securities Act and or the Exchange Act, as the case may be, and each as in effect on the applicable rules and regulations promulgated thereunderdate such Company SEC Report was filed, and (b) each Company SEC 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. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange ActSEC.

Company SEC Reports. The Company has filed with and, to the SECextent not publicly available, and has heretofore made available to Parent and Purchaser true and complete copies ofall forms, each formreports, registration statementschedules, report, schedule, proxy or information statement statements and other document (including exhibits and amendments thereto)documents, including without limitation its Annual Reports to Shareholders incorporated by reference in certain of such reportsany exhibits thereto, required to be filed by the Company with the SEC since September 30January 1, 1991 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto 2019 (collectively, the "“Company SEC Reports"”). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the The Company SEC Reports, including without limitation any financial statements or schedules included thereinall forms, reports and documents filed by the Company with the SEC after the Agreement Date and prior to the Effective Time, (a) complied were and, in the case of the Company SEC Reports filed after the Agreement Date, will be, prepared in all material respects respects, in accordance with all the applicable requirements of the Securities Act, the Exchange Act and the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, thereunder and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing), and in the case of such forms, reports and documents filed by the Company with the SEC after the Agreement Date, will not as of the time they 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 SEC Reports or necessary in order to make the statements thereinin such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file any forms, reports reports, schedules, statements or other documents with the SEC pursuant to Section 12 or 15 of the Exchange ActSEC.

Company SEC Reports. The Company has filed with the SECCommission, and has heretofore made available to Parent and Purchaser ▇▇▇▇▇▇ true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document document, as amended (including exhibits and amendments thereto), including including, without limitation limitation, its Annual Reports to Shareholders Stockholders incorporated by reference in certain of such reports, but excluding any preliminary proxy materials and pre-effective amendments to registration statements, required to be filed with the SEC Commission since September June 30, 1991 1995 under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, each of which is identified on Schedule 3.5 hereto Act (collectively, the "Company SEC Reports"). As of the respective dates such Company SEC Reports were filed or, if any such Company SEC Reports were amended, as of the date such amendment was filed, each of the Company SEC Reports, including including, without limitation limitation, any financial statements or schedules included therein, (a) complied complied, in all material respects respects, with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) 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. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 12 or 15 of the Exchange Act.