Purchaser SEC Reports. (a) Purchaser has filed with the SEC true and complete copies of all reports, schedules, forms, statements and any definitive proxy or information statements required to be filed by Purchaser pursuant to the Exchange Act since January 1, 2016 (the "SEC Filings"), each of which has complied in all material respects with the Exchange Act and the rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Purchaser and in either case, publicly available as of the date hereof or as set forth on Schedule 4.10. None of the SEC Filings (including, any financial statements or schedules included or incorporated by reference therein) contained when filed 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, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing.Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of Purchaser's financial statements included in the SEC Filings, in each case, including any related notes thereto, as filed with the SEC (those filed with the SEC are collectively referred to as the "Purchaser Financial Statements"), have been prepared in accordance with GAAP applied on a consistent basis through the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by Form 10-Q of the SEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which would not reasonably be expected to be material, individually or in the aggregate). The consolidated balance sheets (including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position of Purchaser and its consolidated subsidiaries at the respective dates thereof, and the consolidated statements of operations, stockholders' equity and cash flows (in each case, including the related notes) included in such Purchaser Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC...
Purchaser SEC Reports. (a) Purchaser has timely filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by Purchaser (including exhibits thereto and documents incorporated by reference therein) since December 1, 2010 (the “Purchaser SEC Documents”). As of their respective dates of filing, the Purchaser SEC Documents complied as to form 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 thereto as in effect on the date so filed, and none of the Purchaser SEC Documents at the time it was filed (or, if subsequently amended or supplemented prior to the date hereof, at the time of such amendment or supplement) contained any untrue statement of a material fact or 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. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Purchaser SEC Documents and, to the Knowledge of Purchaser, as of the date of this Agreement, none of the Purchaser SEC Documents is the subject of any ongoing review by the SEC.
Purchaser SEC Reports. Section 4.6
Purchaser SEC Reports. Purchaser has filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1995 (collectively, the "Purchaser SEC Reports"). As of the respective dates such Purchaser SEC Reports were filed or, if any such Purchaser SEC Reports were amended, as of the date such amendment was filed, each of the Purchaser SEC Reports (i) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of (i) the audited consolidated financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in the Purchaser SEC Reports, and (ii) the unaudited consolidated interim financial statements of Purchaser (including any related notes and schedules) included (or incorporated by reference) in the Purchaser SEC Reports, fairly present, in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Purchaser and the Purchaser Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in their financial position for the periods then ended (subject to normal year- end adjustments in the case of any unaudited interim financial statements).
Purchaser SEC Reports. Purchaser shall continue to file all reports with the SEC necessary to permit the shareholders of Target who are "affiliates" of Target (within the meaning of such term as used in Rule 145 under the 0000 Xxx) to sell the Purchaser Common Stock received by them in connection with the Merger pursuant to Rules 144 and 145(d) under the 1933 Act if they would otherwise be so permitted. After the Effective Date, Purchaser will file with the SEC such reports and other materials required to be filed by Purchaser under the federal securities laws on a timely basis.
Purchaser SEC Reports. From the date of this Agreement to the Closing, the Purchaser shall timely file all forms, reports and documents required to be filed by it with the SEC under the Exchange Act or the Securities Act (each such form, report and document, an “Additional Purchaser SEC Report”). As of its filing date, or if amended after the date of this Agreement, as of the date of the last such amendment, each such Additional Purchaser SEC Report shall fully comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be.
Purchaser SEC Reports. (a) Purchaser has, on a timely basis, filed all forms, reports and documents required to be filed by it with the SEC since January 1, 2003. Purchaser has delivered or otherwise made available to Sellers copies in the form filed with the SEC of, (i) Purchaser’s Annual Reports on Form 10-K for the fiscal years of Purchaser beginning on or after January 1, 2002, (ii) its Quarterly Reports on Form 10-Q for each of the first three fiscal quarters in the fiscal years of Purchaser beginning on or after January 1, 2003, (iii) all proxy statements relating to Purchaser’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents, since January 1, 2003, (iv) all certifications and statements required by (x) the SEC’s Order dated June 27, 2002 under Section 21(a)(1) of the Exchange Act (File No. 4-460), (y) Rule 13a-14 or 15d-14 under the Exchange Act or (z) 18 U.S.C. § 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002 “SOX”) with respect to any report referred to in clause (i) or (ii) above, (v) all other forms, reports, registration statements and other documents filed or to be filed with the SEC since January 1, 2003 (other than preliminary materials if the corresponding definitive materials have been provided or made available to Sellers, filed by Purchaser with the SEC since January 1, 2003 (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, as amended, collectively, the “Purchaser SEC Reports”)) and (vi) all comment letters received by Purchaser from the staff of the SEC since January 1, 2003 and all responses to such comment letters by or on behalf of Purchaser. The Purchaser SEC Reports (A) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (B) did not at the time they were filed with the SEC (or in the case of Purchaser SEC Reports that have been amended before the date hereof, at the time any such amendment was filed), or will not at the time they are filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Purchaser makes no representations regarding any information contain...
Purchaser SEC Reports. PURCHASER has heretofore made available to TARGET its SEC Documents. As of the date thereof, PURCHASER's SEC Documents were prepared in all material respects in accordance with the 1934 Act and did not contain any untrue statement of a material fact or omit to state any 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. PURCHASER has timely filed all SEC Documents required to be filed by it pursuant to the 1933 Act and the 1934 Act which complied as to form,
Purchaser SEC Reports. 10 SECTION 5.05
Purchaser SEC Reports. (a) Purchaser has made available via the SEC’s website to Seller a correct and complete copy of each report, registration statement and definitive proxy statement filed by Purchaser with the SEC on or after June 30, 2002 and prior to the date of this Agreement (the “Purchaser SEC Reports”), which are all the forms, reports and documents required to be filed by Purchaser with the SEC since such date. The Purchaser SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) 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 light of the circumstances under which they were made, not misleading. None of Purchaser’s subsidiaries is currently required to file any reports or other documents with the SEC.
