Common use of Parent SEC Reports Clause in Contracts

Parent SEC Reports. (a) Parent has filed with the SEC each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed by it with the SEC since January 1, 2003 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). As of the respective dates the Parent SEC Reports were filed or, if any Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stone Energy Corp), Agreement and Plan of Merger (Plains Exploration & Production Co)

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Parent SEC Reports. (a) Parent has filed with the SEC each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed by it with the SEC since January 1, 2003 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). As Except as set forth in Section 5.5(a) of the Parent Disclosure Letter, as of the respective dates the Parent SEC Reports were filed or, if any Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Partners LTD), Agreement and Plan of Merger (Stone Energy Corp)

Parent SEC Reports. (a) Parent has filed with the SEC each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed by it with the SEC since January 1November 8, 2003 2002 under the Securities Act or the Exchange Act (collectively, the "Parent SEC Reports"). As of the respective dates the such Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plains Exploration & Production Co)

Parent SEC Reports. (a) Parent has timely filed with or furnished to the SEC SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), required to be filed or submitted by it with the SEC since January 1, 2003 under or mailed to its shareholders pursuant to the Securities Act or Act, the Exchange Act or rules promulgated thereunder (collectively, the “Parent SEC Reports”). As of the their respective dates the Parent SEC Reports were filed (or, if any Parent SEC Reports were amended, as of the date such amendment was filed), each Parent SEC Report, including 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, 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 86-K other than the execution of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Golden Cycle Gold Corp)

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Parent SEC Reports. (a) Parent has filed with the SEC each formall required registration statements, registration statementprospectuses, reportreports, scheduleschedules, proxy or information statement forms, statements, and other document documents (including exhibits and amendments thereto), all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2003 under 2013. All such required registration statements, prospectuses, reports, schedules, forms, statements, and other documents (including those that Parent may file subsequent to the Securities Act or date of this Agreement until the Exchange Act (collectively, Closing) are referred to herein as the “Parent SEC Reports”). .” As of the their respective dates dates, the Parent SEC Reports were filed or, if any Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including any financial statements or schedules included therein, (a) were prepared in accordance and complied in all material respects with all applicable the requirements of the Securities Act and the Exchange Act, as the case may be, and the Laws applicable rules and regulations promulgated thereunder, to such Parent SEC Reports; and (b) 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) 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 the light of the circumstances under which they were made, not misleading. No event since the date None of the last Parent SEC Report has occurred that would require Parent Parent’s Subsidiaries is required to file a Current Report on Form 8-K any forms, reports or other than documents with the execution of this AgreementSEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Solarcity Corp)

Parent SEC Reports. (a) Parent has filed with the SEC SEC, and has heretofore made available to Target true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Stockholders incorporated by reference in certain of such reports, required to be filed by it with the SEC since January 1November 8, 2003 2002 under the Securities Act or the Exchange Act (collectively, the “Parent SEC Reports”). As of the respective dates the Parent SEC Reports were filed or, if any such Parent SEC Reports were amended, as of the date such amendment was filed, each Parent SEC Report, including 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. No event since the date of the last Parent SEC Report has occurred that would require Parent to file a Current Report on Form 8-K other than the execution of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plains Exploration & Production Co)

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