SEC Reporting and Compliance Sample Clauses

The SEC Reporting and Compliance clause requires a party, typically a publicly traded company, to adhere to all reporting and disclosure obligations mandated by the U.S. Securities and Exchange Commission (SEC). This includes timely filing of periodic reports such as annual and quarterly financial statements, disclosures of material events, and compliance with regulations like the Securities Exchange Act of 1934. By mandating these actions, the clause ensures transparency, maintains investor confidence, and helps prevent legal or regulatory penalties for non-compliance.
SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.
SEC Reporting and Compliance. (c) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on December 4, 2002. Since that date, Parent has filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act.
SEC Reporting and Compliance. The Issuer will take all actions necessary to ensure that the Shares will continue to be registered under Section 12(b) or Section 12(g) of the Exchange Act. It will timely file all reports required pursuant to the Securities Exchange Act, including without limitation those required pursuant to Section 13 or 15(d) thereof and the rules and regulations thereunder. It will comply with all provisions of the Securities Act and the Securities Exchange Act and the rules and regulations thereunder relating to corporate governance, FCPA, record keeping and controls and procedures and other similar provisions, including without limitation those required pursuant to Securities Exchange Act Sections 10A, 13, 15(d), 30A, Form 20-F and the respective rules and regulations thereunder.
SEC Reporting and Compliance. None of the Company’s registration statements, proxy statements, information statements and reports filed with the Securities and Exchange Commission (“SEC”) since January 1, 2016, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading.
SEC Reporting and Compliance. (a) Parent filed a registration statement on July 10, 2006 under the Exchange Act which became effective on or about July 10, 2006. Since that date, Parent has filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed and is not required to file with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered or made available to the Company true and complete copies of the registration statements, annual reports, quarterly reports, current reports, notifications, statements of beneficial ownership and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. As of their respective dates, and if so amended, supplemented or superseded, then on the date of such subsequent filing, the Parent SEC Documents were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be, and the rules and regulations of the Commission thereunder, and the rules and regulations of the OTC Bulletin Board, as they may be applicable to the Parent SEC Documents. None of the Parent SEC Documents as of such respective dates (and if so amended, supplemented or superseded, then on the date of such subsequent filing), contained and (A) any subsequent filings made with the SEC after the date of this Agreement but prior to the Effective Time amending or superseding any Parent SEC Documents, and (B) any reports, schedules, forms, statements or other documents (including in each case, exhibits, amendments or supplements thereto and any other information incorporated by reference therein) filed with the Commission after the date of this Agreement but prior to the Effective Time ("Subsequent Filings"), will not contain, any untrue statement of a material fact or omitted (or, with respect to any Subsequent Filings, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (c) Parent has not filed, and except for any filings required in connection with the execution of the Merger Documents, nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K. Prior to and until the...
SEC Reporting and Compliance. (a) Parent filed a registration statement on Form S-1 under the Exchange Act which became effective on April 18, 2008. Parent has filed with the Commission all reports required to be filed by companies registered pursuant to Section 12(g) of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of all annual reports on Form 10-KSB, quarterly reports on Form 10-QSB and Form 10-Q, current reports on Form 8-K and other statements reports and filings (collectively, the “Parent SEC Documents”) filed by the Parent with the Commission. (c) Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since April 30,2009. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since April 30, 2009 and any and all subsequent statements, reports and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol “LGHG.OB,” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (e) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board.
SEC Reporting and Compliance. (a) Parent filed a registration statement on Form 10-SB under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which became effective on February 10, 2005 in accordance with Section 12(g) of the Exchange Act and the rule promulgated thereunder. Since that date, Parent has filed with the Commission all reports required to be filed by companies registered pursuant to Section 12(g) of the Exchange Act. (b) Parent has timely filed all forms, reports and documents required to be filed by Parent with the SEC since April 12, 2005 and provided to the Company (on ▇▇▇.▇▇▇) true and complete copies of all such forms, reports and documents (collectively, the “Parent SEC Documents”) filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since February 28, 2007. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) Parent’s common stock is listed on the OTCBB under the symbol ECSI.OB. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of Parent, Parent has otherwise complied with the Securities Act of 1933, as amended (the “Securities Act”), Exchange Act and all other applicable federal and state securities laws.
SEC Reporting and Compliance. (a) The Company has filed with the Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. The Company has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 under the Exchange Act. (b) True and complete copies of the registration statements, information statements and other reports (collectively, the “Company SEC Documents”) filed by Company with the Commission are available on the E▇▇▇▇ system. None of the Company SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) The Company has not filed, and nothing has occurred with respect to which the Company would be required to file, any report on Form 8-K since December 31, 2024, other than those filings which have been made with the Commission, and other than such filings as may be required with respect to this Agreement and the Transactions. (d) The Company is not an investment company within the meaning of Section 3 of the Investment Company Act of 1940, as amended. (e) The shares of Company Common Stock are quoted on the OTC Pink marketplace under the symbol “OLKR,” and the Company is in compliance in all material respects with all rules and regulations of the OTC Markets Group applicable to it and the Common Stock. (f) To the knowledge of the Company, the Company has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws, in all material respects.
SEC Reporting and Compliance. To the best of its knowledge, CMT has filed with the Securities and Exchange Commission all registration statements, proxy statements, information statements and periodic reports required to be filed pursuant to the Securities Exchange Act of 1934 (collectively, the "SEC documents") since August 25, 2004. The Parties acknowledge that CMT has a pending registration statement on Form SB-2 and all Parties have had the opportunity to review all comments, amendments and other documentation relating thereto.
SEC Reporting and Compliance. (a) SHS is not currently subject to SEC reporting requirements. (b) To the best knowledge of SHS, SHS has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.