Common use of SEC Filings/Full Disclosure Clause in Contracts

SEC Filings/Full Disclosure. For a period of at least twelve (12) months immediately preceding the Closing Date, to the Company's knowledge: (i) none of the Company's filings with the SEC 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; and (ii) the Company has timely (after giving effect to any filings on Form 12b-25) filed all requisite forms, reports and exhibits thereto with the SEC. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been publicly disclosed by the Company or disclosed in writing to Subscriber which (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on earnings, business affairs, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.

Appears in 4 contracts

Samples: Common Stock Subscription Agreement (Spatializer Audio Laboratories Inc), Registration Rights Agreement (Spatializer Audio Laboratories Inc), Registration Rights Agreement (Spatializer Audio Laboratories Inc)

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SEC Filings/Full Disclosure. For a period of at least twelve (12) months immediately preceding the Closing Date, to the Company's knowledge: (i) none of the Company's filings with the SEC 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; and (ii) the Company has timely (after giving effect to any filings on Form 12b-25) filed all requisite forms, reports and exhibits thereto with the SEC. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been publicly disclosed by the Company or disclosed in writing to Subscriber Subscribers which (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on earnings, business affairs, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.

Appears in 2 contracts

Samples: Preferred Stock Subscription Agreement (Spatializer Audio Laboratories Inc), Preferred Stock Subscription Agreement (Spatializer Audio Laboratories Inc)

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SEC Filings/Full Disclosure. For a period of at least twelve (12) months immediately preceding the Closing Date, to the Company's knowledge: this offer and sale (i) none of the Company's filings with the SEC Securities and Exchange Commission 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; , and (ii) the Company has timely (after giving effect to any filings on Form 12b-25) filed all requisite forms, reports and exhibits thereto with the SECSecurities and Exchange Commission. There Except as shown on Schedule 1 hereto, there is no fact known to the Company (other than general economic conditions known to the public generally) that has not been publicly disclosed by the Company or disclosed in writing to Subscriber the Purchaser which (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on earnings, business affairs, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Criticare Systems Inc /De/)

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