SEC Reports. (a) The Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”). (b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder. (c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 2 contracts
Sources: Asset Purchase Agreement (REGAL ONE Corp), Asset Purchase Agreement (REGAL ONE Corp)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC, the OTC BB and any other Governmental Entity for the period from ") since January 1, 2010 to the date hereof1994. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent The Company has made available to the Company copies Gaming, in the form filed with the SEC (including SEC, the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: Company's (i) the Parent’s Annual Reports on Forms Form 10-KK for the fiscal years ended December 31, 1996, 1995 and 1994, (ii) the Parent’s all Quarterly Reports on Forms Form 10-QQ filed by the Company with the SEC since January 1, 1994, (iii) all proxy and information statements relating to the Parent’s meetings of the Company's stockholders (whether annual or special) heldsince January 1, or by stockholder consents, 1994 and (iv) the Parent’s all Current Reports on Form 8-K, K and (v) all other forms, reports, registration statements and other documents filed by the Parent Company with the SEC since January 1, 1994 (collectively and as amended as required, the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the forms, reports, registration statements and other documents referred to in clauses (i"Securities Act"), (ii)and the Exchange Act, (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available each as in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, effect on the dates such SEC Reports were filed. As of effectiveness and the dates their respective dates, none of the relevant meetingsSEC Reports, respectively)including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements No subsidiary of the Securities Act or the Exchange ActCompany is required, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to of the date hereof, to file any form, report, or other document with the Parent has been SEC under Section 12 of the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in compliance the SEC Reports fairly present, in all material respects respects, in conformity with GAAP (as defined in Section 4.11 of this Agreement) applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has heretofore made available or promptly will make available to Gaming a complete and correct copy of any amendments or modifications, which are required to be filed with the SEC but have not yet been filed with the SEC, to the SEC Reports.
(b) Except as set forth in Schedule 2.7(b) hereto, the Company and its subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities set forth in the applicable rules and regulations audited balance sheet of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading Company dated December 31, 1996 or on the OTCBBnotes thereto, and contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, (ii) liabilities incurred in the applicable provisions ordinary course of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB business consistent with past practice since January 1, 2010, 1997 and (Biii) all correspondence between liabilities which would not, individually or in the Parent and FINRA since January 1aggregate, 2010have a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Paulson Allen E), Merger Agreement (Riviera Holdings Corp)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all material respects with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations requirements of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by Securities Act and the Parent or any of its subsidiaries, relating to any examinations or inspections Exchange Act and the rules and regulations of the Parent SEC promulgated thereunder, as applicable and did not at the time they were filed (or any of its subsidiaries. There have been no formal inquiries by, if amended or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days superseded by a filing prior to the date of this Agreement, then on the Parent has made available to the Company copies in the form filed with the SEC (including the full text date of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make made the statements made therein, in light of the circumstances in which they were made, not misleading. As Each of the financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the "Company Financials"), including any SEC Reports filed after the date hereof until the Closing, as of their respective dates, all Parent Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA in the SEC with respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBthereto, and (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the applicable provisions periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the ▇▇▇▇▇▇▇▇Company at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-▇▇▇▇▇ Actend adjustments which were not, or are not expected to be, material in amount. The Parent has made available balance sheet of the Company as of September 30, 2006 is hereinafter referred to as the "Company Balance Sheet." Except as disclosed in the Company Financials, the Company does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the Company trueconsolidated financial statements prepared in accordance with GAAP which are, correct and complete copies individually or in the aggregate, material to the business, results of and Section 3.6 operations or financial condition of the Parent Disclosure Schedule lists Company, except liabilities (Ai) all correspondence between provided for in the Parent Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010which would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Janel World Trade LTD), Securities Purchase Agreement (Janel World Trade LTD)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statements, forms, schedules reports and other documents with the SEC required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing furnished by the Parent or Company since December 31, 2003 (such documents, together with any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to reports filed during such period by the Company copies in the form filed with the SEC (including the full text of any document filed subject to on a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports voluntary basis on Form 8-K, and (v) all other formsthe “Company SEC Reports”). As of their respective filing dates, reports, registration statements and other documents filed by the Parent with the Company SEC (the forms, reports, registration statements and other documents referred to in clauses Reports (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” andcomplied in all material respects with, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, effect at the time filedof filing, furnished or communicated (and, in the case applicable requirements of registration statements and proxy and/or information statements, on the dates of effectiveness Securities Act and the dates of the relevant meetings, respectively), contained Exchange Act and (ii) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As Each of their respective dates, all Parent the financial statements (including the related notes) of the Company included in the Company SEC Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Securities SEC with respect thereto in effect at the time of such filing, was prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). As the date of this Agreement, there are no outstanding comment letters or requests for information from the SEC with respect to any Company SEC Report. No Subsidiary is required to file any form, report or other document with the SEC.
(b) The Company has timely filed or furnished all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Exchange Act, as the case may be, and, to the extent then applicable, the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, including in each case, ; such controls and procedures are designed to ensure and are effective to provide reasonable assurance that all material information concerning the rules Company and regulations thereunderits Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents.
(c) From January 1The Company has disclosed, 2010 based on prior evaluations of such disclosure controls and procedures prior to the date hereof, to the Parent has been in compliance in all material respects with Company’s auditors and the audit committee of the Company’s board of directors (i) any significant deficiencies and material weaknesses in the applicable rules design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBreport financial information, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available any fraud, whether or not material, known to the Company true, correct and complete copies of and Section 3.6 that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the Parent Disclosure Schedule lists date hereof, the Company’s management has not notified the Company’s auditors and audit committee since the latest Report on Form 10-K of any significant deficiency, material weakness or fraud.
(Ad) all correspondence between The Company has accounted for its stock options in accordance with GAAP for the Parent fiscal years ended December 31, 2004, 2005 and 2006. The Company does not have any program or practice in place to (i) time stock option grants to employees or directors with the OTCBB since January 1, 2010, and release of material non-public information in a manner intended to improperly favor employees or directors or (Bii) all correspondence between set the Parent and FINRA since January 1, 2010exercise prices in coordination with such release in a manner intended to improperly favor employees or directors.
Appears in 2 contracts
Sources: Merger Agreement (Checkfree Corp \Ga\), Merger Agreement (Corillian Corp)
SEC Reports. (a) The Parent Since January 1, 2011, ▇▇▇▇-▇▇▇▇▇ has filed on a timely basis or furnished all reports, registration statements, forms, schedules documents and other documents reports required to be filed by it or furnished with the SECSEC under the Securities Act or the Exchange Act (collectively with any amendments thereto, but excluding the Joint Proxy Statement and the Registration Statement, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇-▇▇▇▇▇ SEC Reports”) two days ). Each of the ▇▇▇▇-▇▇▇▇▇ SEC Reports, in each case as of its filing date, or, if amended, as finally amended prior to the date of this Agreement, the Parent has made available hereof (with respect to the Company copies in the form those ▇▇▇▇-▇▇▇▇▇ SEC Reports filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) ), has complied as to form in all material respects with the Parent’s Annual Reports on Forms 10-K, (ii) applicable requirements of the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy Securities Act and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-KExchange Act, and (v) all other forms, reports, registration statements and other documents filed by none of the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through -▇▇▇▇▇ at least two business days SEC Reports, when filed or, if amended, as finally amended prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)hereof, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements None of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, Subsidiaries are or ever have been required to file periodic reports with the rules and regulations thereunder.
(c) From January 1, 2010 to SEC. As of the date hereof, there are no material outstanding or unresolved comments received from the Parent has been in compliance in all material respects SEC with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions to any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ SEC Reports.
(b) ▇▇▇▇-▇▇▇▇▇ has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act, and ▇▇▇▇-▇▇▇▇▇ has established and maintains internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) as required by Rule 13a-15(a) under the Exchange Act. The Parent ▇▇▇▇-▇▇▇▇▇ has made available disclosed, based on its most recent evaluation prior to the Company date hereof, to ▇▇▇▇-▇▇▇▇▇’▇ auditors and the audit committee of the ▇▇▇▇-▇▇▇▇▇ Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect ▇▇▇▇-▇▇▇▇▇’▇ ability to record, process, summarize and report financial information and (ii) any fraud that involves management or other employees who have a significant role in ▇▇▇▇-▇▇▇▇▇’▇ internal controls over financial reporting. Since January 1, 2011, neither ▇▇▇▇-▇▇▇▇▇ nor any of the ▇▇▇▇-▇▇▇▇▇ Subsidiaries has Knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of ▇▇▇▇-▇▇▇▇▇ or any ▇▇▇▇-▇▇▇▇▇ Subsidiary or their respective internal accounting controls, including any written complaint, allegation, assertion or claim that ▇▇▇▇-▇▇▇▇▇ or any ▇▇▇▇-▇▇▇▇▇ Subsidiary has engaged in questionable accounting or auditing practices, which, if true, correct would constitute a significant deficiency or a material weakness. Since January 1, 2011, subject to any applicable grace periods, ▇▇▇▇-▇▇▇▇▇ has been and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists is in compliance with (A) all correspondence between the Parent and applicable provisions of the OTCBB since January 1, 2010, Sarbanes Oxley Act of 2002 and (B) all correspondence between the Parent applicable listing and FINRA since January 1corporate governance rules and regulations of NASDAQ, 2010except in each case as has not had and would not reasonably be expected to have, a ▇▇▇▇-▇▇▇▇▇ Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Nash Finch Co), Merger Agreement (Nash Finch Co)
SEC Reports. Financial Statements; Undisclosed Liabilities. ----------------------------------------------------------
(a) The Parent Company has filed on a timely basis all forms, reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 SEC since its inception pursuant to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into federal securities laws and the businessSEC rules and regulations thereunder, disclosures or operations all of which, as of their respective dates, complied in all material respects with applicable requirements of the Parent or any Securities Act of its subsidiaries. There is no unresolved or threatened comment1933, exception or stop order by any Governmental Entity with respect to any filing by as amended (the Parent or any of its subsidiaries"Securities Act"), relating to any examinations or inspections and the Exchange Act, as the case may be, and the applicable rules and regulations of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System SEC thereunder (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent "Company SEC Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”").
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates . None of the relevant meetingsCompany SEC Reports, respectively)including, without limitation, any financial statements or schedules included therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As .
(b) The financial statements (including the related notes thereto) of the Company included in the Company SEC Reports comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in conformity with generally accepted accounting principles ("GAAP ") in the United States applied on a consistent basis during the periods involved (except as otherwise noted therein), and present fairly the consolidated financial position of the Company and its consolidated Company Subsidiaries as of their respective dates, all Parent Reports complied as to form and the consolidated results of their operations and cash flows for the periods presented therein (subject, in all material respects with the requirements case of the Securities Act or the Exchange Act, as the case may be, andunaudited interim financial statements, to the extent then applicable, the ▇▇▇▇▇▇▇▇normal year-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderend adjustments).
(c) From January 1Except (i) as set forth in Section 3.4(c) of the Company Disclosure Schedule, 2010 (ii) as set forth in the consolidated balance sheet of the Company as of March 31, 1999 set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "Balance Sheet") and (iii) for current liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 1999 (and not materially different in type or amount), neither the Company nor any Company Subsidiary has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise).
(d) All accounts receivable of the Company and each Company Subsidiary that are reflected in the Balance Sheet or on the accounting records of the Company and the Company Subsidiaries as of the date any Shares have been accepted for payment pursuant to the Offer represent and will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Section 3.4(d) of the Company Disclosure Schedule contains a complete and accurate aged accounts receivable list of the Company and the Company Subsidiaries as of June 30, 1999. As of the date any Shares have been accepted for payment pursuant to the Offer, there shall have been no material increase in the accounts receivable of the Company and the Company Subsidiaries that are 30 days or more past due. Unless paid prior to the date hereofany Shares have been accepted for payment pursuant to the Offer, the Parent has accounts receivable of the Company and each Company Subsidiary are or will be as of the date any Shares have been accepted for payment pursuant to the Offer, collectible net of the respective reserves shown in compliance in all material respects with (iSection 3.4(d) of the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading Company Disclosure Schedule or on the OTCBB, and (ii) the applicable provisions accounting records of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available Company and each Company Subsidiary as of the date any Shares have been accepted for payment pursuant to the Company trueOffer (which reserves are adequate and calculated consistent with past practice and, correct and complete copies of and Section 3.6 in the case of the Parent reserves as of the date any Shares have been accepted for payment pursuant to the Offer, will not represent a greater percentage of the 30 days or more past due accounts receivable as of such date than the reserves reflected in Section 3.4(d) of the Company Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010represented of such past due accounts receivable reflected therein).
Appears in 2 contracts
Sources: Merger Agreement (Plato Holdings Inc), Merger Agreement (Plato Holdings Inc)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statements, forms, schedules previously made available to Purchaser true and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any complete copies of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of (i) Annual Report on Form 10-K for its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“fiscal year ended ▇▇▇▇▇ ▇”) two days prior to the date of this Agreement▇, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together (▇▇) Current Report on Form 8-K dated June 6, 2008, (iii) the Registration Statement on Form S-3 dated June 9, 2008, and (iv) any other reports or registration statements filed by the Company with the exhibits filed or furnished therewithSecurities and Exchange Commission (the “Commission”) since March 31, are2008, except for preliminary material, which are all the documents that the Company was required to file since that date (collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent SEC Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent the SEC Reports complied as to form in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, and the rules and regulations thereunder.
(c) From January 1, 2010 of the Commission thereunder applicable to the date hereofsuch SEC Reports. As of their respective dates, the Parent has been SEC Reports, when read together with previously filed SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in compliance light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports comply as to form in all material respects with (i) applicable accounting requirements and with the applicable published rules and regulations of FINRA the Commission with respect thereto, have been prepared in respect of which accordance with generally accepted accounting principles applied on a consistent basis throughout the Parent Common Stock is qualified for quotation periods covered thereby and trading on fairly present in all material respects the OTCBB, and (ii) the applicable provisions financial condition of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to Company as of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company truefor the period indicated. Since March 31, correct and complete copies of and Section 3.6 2008, there has been no change in the assets, liabilities, financial condition, operating results or business of the Parent Disclosure Schedule lists (A) all correspondence between Company and its Subsidiaries, taken as a whole, from that reflected in the Parent audited consolidated financial statements and unaudited interim financial statements of the OTCBB since January 1Company included in the SEC Reports, 2010except as set forth in the SEC Reports and except for changes that have not had and would not reasonably be expected to have, and (B) all correspondence between individually or in the Parent and FINRA since January 1aggregate, 2010a Material Adverse Effect.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement, Common Stock Purchase Agreement (Bristow Group Inc)
SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (athe "Exchange Act") The Parent and, since January 1, 2002, the Company has timely filed on a timely basis all proxy statements, reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with under the SECExchange Act, the OTC BB and any other Governmental Entity except for its Quarterly Report on Form 10-Q for the period from January 1quarter ended March 31, 2010 to 2002. The Company has furnished the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into Purchaser with copies of (i) its Annual Report on Form 10-K for the businessfiscal year ended December 31, disclosures or operations of 2002, (ii) its Quarterly Report on Form 10-Q for the Parent or any of fiscal quarter ended March 31, 2003 and (iii) its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form Proxy Statement filed with the SEC on April 17, 2003 (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent "SEC Reports,” and, "). The Company is eligible to file a registration statement on Form S-3 with the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent SEC. Each SEC Report or communicationwas, at the time filed, furnished or communicated (andof its filing, in substantial compliance with the case requirements of registration its respective form and none of the SEC Reports, nor the financial statements and proxy and/or information statements, on the dates of effectiveness (and the dates notes thereto) included in the SEC Reports, as of the relevant meetings, respectively)their respective filing dates, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As The financial statements of their respective dates, all Parent the Company included in the SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Exchange Act, as notes thereto or (ii) in the case may be, andof unaudited interim statements, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules they may not include footnotes or may be condensed) and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance fairly present in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 its subsidiaries as of the Parent Disclosure Schedule lists (A) all correspondence between the Parent dates thereof and the OTCBB since January 1results of operations and cash flows for the periods then ended (subject, 2010in the case of unaudited statements, and (B) all correspondence between the Parent and FINRA since January 1, 2010to normal year-end audit adjustments).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp)
SEC Reports. (a) The Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent Company has made available to the Purchasers true and complete copies of each report, schedule and registration statement, including the exhibits thereto (but excluding exhibits incorporated therein by reference), filed by the Company copies in the form filed with the SEC Securities and Exchange Commission (including the full text "Commission") since January 1, 1997, which, except for the filing of any document filed subject an Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998, are all the documents that the Company was required to a request for confidential treatment or as an exhibit to such filing) file with the Commission since that date and through the date hereof (all of such documents as amended as of the following that have been filed with date hereof collectively, the "SEC Documents"). Schedule 2.6 sets forth a true and complete list of the SEC prior to Documents as of the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports the SEC Documents (as amended as of the date hereof) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, and the rules and regulations of the Commission thereunder.
(c) From January 1. As of their respective dates, 2010 except to the date hereof, the Parent extent that information contained therein has been revised or superseded by a later filed SEC Document, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in compliance order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form in all material respects with (i) applicable accounting requirements and the applicable published rules and regulations of FINRA the Commission with respect thereto, have been prepared in respect accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto or, in the case of which the Parent Common Stock is qualified for quotation unaudited statements, as permitted by Form 10-Q) and trading on fairly present (subject, in the OTCBBcase of the unaudited statements, and (iito normal, recurring audit adjustments) the applicable provisions financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 as of the Parent Disclosure Schedule lists (A) all correspondence between the Parent dates thereof and the OTCBB since January 1, 2010, results of its operations and (B) all correspondence between cash flows for the Parent and FINRA since January 1, 2010periods then ended.
Appears in 2 contracts
Sources: Purchase Agreement (Logimetrics Inc), Purchase Agreement (Brand Charles S)
SEC Reports. (a) The Parent Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has filed on a timely basis timely, or will file timely, all reports, registration statements, required forms, schedules and other documents required to be filed by it reports with the SEC, the OTC BB and any other Governmental Entity for the period from SEC since January 1, 2010 to 2004 (including any forms or reports filed with the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior SEC subsequent to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC ) (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Company SEC Reports”).
, all of which were prepared or will be prepared in all material respects in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of their respective dates, the Company SEC Reports (a) complied, or with respect to those Company SEC Reports not yet filed will comply, as to form in all material respects with the applicable requirements of the Securities Laws and (b) No Parent Report did not contain, or communicationwith respect to those Company SEC Reports not yet filed will not contain, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As Each of their respective datesthe consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, all Parent Reports complied as to form or will fairly present, in all material respects with respects, the requirements consolidated financial position of the Securities Act Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Exchange ActCompany SEC Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, andof the Company and the Company Subsidiaries for the periods set forth therein, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each casecase in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the rules case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and regulations thereunderfor normal year-end audit adjustments which would not be material in amount or effect.
(cb) From January The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries, except for any non-exclusive ownership and non-direct control that would not have a Company Material Adverse Effect with respect to the system of internal accounting controls described in the following sentence. Except as would not have a Company Material Adverse Effect, the Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and the Company Subsidiaries and to maintain accountability for the assets of the Company and the Company Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, 2010 notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis (“Internal Controls”). Except as would not have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Reports, and (y) has disclosed, based on its most recent evaluation prior to the date hereofof this Agreement, to its auditors and the Parent has been in compliance in all material respects with (i) the applicable rules and regulations audit committee of FINRA in respect its board of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists trustees (A) all correspondence between any significant deficiencies in the Parent design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and the OTCBB since January 1, 2010, report financial data and have disclosed to its auditors any material weaknesses in Internal Controls and (B) all correspondence between the Parent and FINRA since January 1any fraud, 2010whether or not material, that involves management or other employees who have a significant role in its Internal Controls.
Appears in 2 contracts
Sources: Merger Agreement (Geo Group Inc), Merger Agreement (CentraCore Properties Trust)
SEC Reports. (aThe Company is a reporting corporation and is presently subject to the reporting requirements as provided by Section 13 and 15(d) of the 34 Act. The Parent common stock of the Company is presently quoted on the Pink Sheets under the symbol "KREN." To the best of the Co▇▇▇▇y's knowledge, the Company has filed on a timely basis all required reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with (collectively, including all exhibits thereto the SEC, "Company SEC Reports"). To the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations best of the Parent or any of its subsidiaries. There is no unresolved or threatened commentCompany's knowledge, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections none of the Parent Company SEC Reports, as of their respective dates (and, if amended or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days superseded by a filing prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports then on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelysuch filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As To the best of the Company's knowledge each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. To the best of the Company's knowledge all of such Company SEC Reports, as of their respective datesdates (and as of the date of any amendment to the respective the Company SEC Report), all Parent Reports complied as to form in all material respects with the applicable requirements of the Securities 33 Act or and the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, 34 Act and the rules and regulations promulgated thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions . Each Subsidiary of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to Company is treated as a consolidated Subsidiary of the Company true, correct and complete copies of and Section 3.6 in the financial reports of the Parent Disclosure Schedule lists (A) all correspondence between Company included in the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Company SEC Reports.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Kings Road Entertainment Inc), Stock Purchase Agreement (Kings Road Entertainment Inc)
SEC Reports. (a) The Parent Since September 30, 1999, Purchaser has timely filed on a timely basis all reports, registration statements, formsproxy statements or information statements and all other documents, schedules and other documents together with any amendments required to be made thereto, required to be filed by it with the SECSEC under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the OTC BB and "Purchaser Reports"). Purchaser has not taken any other Governmental Entity for actions or omitted to take any actions which would disqualify Purchaser from registering its securities using Form S-3 under the period from January 1, 2010 to the date hereofSecurities Act. No Governmental Entity Purchaser has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has heretofore made available to Seller and the Company Stockholders true copies in of all the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇Purchaser Reports, together with the all exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”)thereto.
(b) No Parent Report All of the financial statements included in the Purchaser Reports fairly present the consolidated financial position of Purchaser and its subsidiaries as of the dates mentioned therein and the consolidated results of operations, changes in stockholders' equity and cash flows for the periods then ended in conformity with generally accepted accounting principles (subject to any exceptions as to consistency specified therein or communicationas may be indicated in the notes thereto or in the case of the unaudited statements, at as may be permitted by Form 10-Q of the time filed, furnished or communicated (andSEC and subject, in the case of registration statements and proxy and/or information unaudited statements, on to normal, recurring audit adjustments). As of their respective dates, the dates of effectiveness Purchaser Reports complied in all material respects with all applicable rules and regulations promulgated by the dates of the relevant meetings, respectively), contained SEC and did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 2 contracts
Sources: Asset Acquisition Agreement (Phoenix Technologies LTD), Asset Acquisition Agreement (Phoenix Technologies LTD)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration ----------- statements, forms, schedules definitive proxy statements and other documents document and all amendments thereto and supplements thereof (the "SEC Reports") required to be filed by it with the SECSecurities and Exchange Commission (the "Commission") since April 30, 1995, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the OTC BB Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other Governmental Entity for the period from January 1, 2010 to the date hereofrules and regulations promulgated thereunder. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations As of the Parent respective dates of filing in final or any of its subsidiaries. There is no unresolved definitive form (or, if amended or threatened commentsuperseded by a subsequent filing, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction then on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreementsuch subsequent filing), the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all none of the following that have been filed with the Company's SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-KReports, (ii) the Parent’s Quarterly Reports on Forms 10-Qincluding, (iii) all proxy and information without limitation, any financial statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)schedules included therein, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent The balance sheets (including the related notes) in the Company's SEC Reports complied as to form in all material respects with fairly present the requirements financial position of the Securities Act or Company as of the Exchange Actrespective dates thereof, and the other related financial statements (including the related notes) included therein fairly presented the results of operations and changes in financial position of the Company for the periods indicated, except, in the case of interim financial statements, for year-end audit adjustments, consisting only of normal recurring accruals. The financial statements (including the related notes) included in the Company's SEC Reports have been prepared in accordance with GAAP, except as otherwise noted therein or, in the case of unaudited financial statements, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) permitted by the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Commission.
Appears in 2 contracts
Sources: Subscription and Stock Purchase Agreement (Linkon Corp), Subscription and Stock Purchase Agreement (Linkon Corp)
SEC Reports. (a) The Parent Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company has filed on a timely basis with or otherwise furnished to the SEC all material forms, reports, registration statementsschedules, forms, schedules statements and other documents that it is required to be filed file or furnish under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by it reference therein, the “SEC Reports”). No Subsidiary of the Company is required to file with the SECSEC any such forms, reports, schedules, statements or other documents pursuant to Section 13 or 15 of the OTC BB and any other Governmental Entity for Exchange Act. As of their respective effective dates (in the period from January 1, 2010 case of SEC Reports that are registration statements filed pursuant to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations requirements of the Parent or any Securities Act) and as of its subsidiaries. There is no unresolved or threatened commenttheir respective filing dates (in the case of all other SEC Reports), exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: Reports (i) complied in all material respects with the Parent’s Annual Reports on Forms 10-Kapplicable requirements of the Securities Act and the Exchange Act, and (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or did not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As .
(b) The Company maintains a system of their respective dates, all Parent Reports complied “internal controls over financial reporting” (as to form defined in all material respects with the requirements of the Securities Act or Rules 13a-15(f) and 15a-15(f) under the Exchange Act, ) that provides reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles as the case may be, and, in effect from time to time (“GAAP”) and that includes policies and procedures that (i) pertain to the extent then applicablemaintenance of records that, in reasonable detail, accurately and fairly reflect the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Acttransactions and dispositions of the assets of the Company, including (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in each caseaccordance with GAAP, and that receipts and expenditures of the rules Company are being made only in accordance with authorizations of management and regulations thereunderdirectors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
(c) From January 1The Company maintains a system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, 2010 to processed, summarized and reported within the date hereof, time periods specified in the Parent has been in compliance in all material respects with (i) the applicable rules and regulations forms of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBSEC, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available that information relating to the Company true, correct is accumulated and complete copies of communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and Section 3.6 to make the certifications of the Parent Disclosure Schedule lists Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.
(Ad) all correspondence between the Parent and the OTCBB since Since January 1, 2010, the Company has not received any written or, to the knowledge of the Company, oral notification of a “material weakness” in the Company’s internal controls over financial reporting. The term “material weakness” shall have the meaning assigned to it in the Statements of Auditing Standards 112 and (B) all correspondence between 115, as in effect on the Parent and FINRA since January 1, 2010date hereof.
Appears in 2 contracts
Sources: Class a Common Stock and Convertible Preferred Stock Subscription Agreement, Subscription Agreement (William Lyon Homes)
SEC Reports. (a) The Parent HCPI has filed on a timely basis all reportswith the SEC and made available to the Company true and complete copies of each registration statement, registration statementsproxy or information statement, formsform, schedules report and other documents document required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent HCPI or any of its subsidiariesSubsidiaries with the SEC since January 1, 1996 (collectively, the "HCPI SEC Reports"). There is no unresolved or threatened commentAs of their respective dates, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect HCPI SEC Reports filed pursuant to the businessExchange Act, operationsand as of their respective effective dates, policies or procedures of the Parent or any of its subsidiaries. Except as to HCPI SEC Reports filed pursuant to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this AgreementSecurities Act, the Parent has made available to the Company copies in the form filed with the HCPI SEC (including the full text of Reports and any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other formsregistration statements, reports, registration forms, proxy or information statements and other documents filed by the Parent HCPI with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to after the date of this AgreementAgreement (i) complied, the “Filed Parent Reports”).
(b) No Parent Report or communicationor, at the time with respect to those not yet filed, furnished or communicated (andwill comply, in all material respects with the case applicable requirements of registration statements and proxy and/or information statements, on the dates of effectiveness Securities Act and the dates of the relevant meetingsExchange Act, respectively)and (ii) did not, contained or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As .
(b) Each of their respective datesthe consolidated balance sheets included in or incorporated by reference into HCPI SEC Reports (including the related notes and schedules) presents fairly, all Parent Reports complied as to form in all material respects with respects, the requirements consolidated financial position of HCPI and its consolidated Subsidiaries as of its date, and each of the Securities Act consolidated statements of income, retained earnings and cash flows of HCPI included in or incorporated by reference into HCPI SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the Exchange Actresults of operations, retained earnings or cash flows, as the case may be, andof HCPI and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the extent then applicableperiods involved, except as may be noted therein.
(c) Except as set forth in the HCPI SEC Reports, neither HCPI nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of HCPI or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the ▇▇▇▇▇▇▇▇-consolidated balance sheet of HCPI as of ▇▇▇▇▇ Act▇▇, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇, (▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to ) liabilities or obligations arising in the Company trueordinary course of business (including trade indebtedness and liabilities, correct obligations and complete copies secured debt assumed in connection with the acquisition of and Section 3.6 of the Parent Disclosure Schedule lists (Aproperties by HCPI or its Subsidiaries) all correspondence between the Parent and the OTCBB since January 1March 31, 20101999, and (Biii) all correspondence between liabilities or obligations which would not, individually or in the Parent and FINRA since January 1aggregate, 2010cause a HCPI Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Health Care Property Investors Inc), Merger Agreement (American Health Properties Inc)
SEC Reports. (a) The Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required Company shall deliver to be filed by the Trustee as soon as practicable after it files them with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations copies of the Parent annual reports and of the information, documents, and other reports (or copies of such portions of any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order the foregoing as the SEC may by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis rules and Retrieval System (“▇▇▇▇▇”regulations prescribe) two days prior to the date of this Agreement, the Parent has made available to which the Company copies in the form filed is required to file with the SEC (including the full text of any document filed subject pursuant to a request for confidential treatment Sections 13 or as an exhibit to such filing15(d) all of the following that have been filed Securities Exchange Act of 1934, as amended. The Company also shall comply with the SEC prior to the date hereof: other provisions of TIA (iS) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”314(a).
(b) No Parent Report So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or communicationother financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register.
(c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time filedto time, furnished or communicated consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (and45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates each of the relevant meetingsHolders, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary such Holder's address as set forth in order to make the statements made therein, in light Register of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderSecurities.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 2 contracts
Sources: Indenture (Trans World Airlines Inc /New/), Indenture (Trans World Airlines Inc /New/)
SEC Reports. (a) The Parent HFP has filed on a timely basis all reports, registration statements, required forms, schedules reports ----------- and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from SEC since January 1, 2010 to 1997 (collectively, "HFP's SEC Reports"), including, without limitation, HFP's Annual Report on Form 10-K for the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into year ended December 31, 1998, (the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms "HFP 1998 Form 10-K, (ii) "). HFP's SEC Reports have complied in all material respects with all applicable requirements of the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness Securities Act and the dates Exchange Act. As of the relevant meetingstheir respective dates, respectively)none of HFP's SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective datesThere have been filed as exhibits to, or incorporated by reference in, the HFP 1998 Form 10-K all Parent Reports complied contracts which, as to form in all material respects with the requirements of the Securities Act or date thereof, were material as described in Item 601(b) (10) of Regulation S-K, except as set forth in Section 3.11 of the Exchange Act, as the case may be, and, HFP Schedule. HFP has heretofore delivered to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each casethe form filed with the SEC, the rules and regulations thereunder.
(c) From January 1, 2010 all of HFP's SEC Reports filed prior to the date hereofof this Agreement. Each of the financial statements (including the related notes) included in HFP's SEC Reports presents fairly, the Parent has been in compliance in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of HFP and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles (i"GAAP") consistently applied during the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBperiods involved except as otherwise noted therein, and (ii) subject, in the applicable provisions case of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available unaudited interim financial statements, to the Company true, correct normal and complete copies of recurring adjustments that have not been and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010are not expected to be material in amount.
Appears in 2 contracts
Sources: Merger Agreement (Healthcare Financial Partners Inc), Merger Agreement (Heller Financial Inc)
SEC Reports. The Company has heretofore filed with the Securities and Exchange Commission (athe "SEC") The Parent has filed on a timely basis pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports, registration statements, forms, schedules reports and other documents required to be filed by it with filed, including an Annual Report on Form 10-K for the SECyear ended December 31, 1996 (the OTC BB and "Form 10-K"). None of such reports, or any other Governmental Entity for the period from January 1reports, 2010 documents, registration statements, definitive proxy materials and other filings required to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form be filed with the SEC (including under the full text rules and regulations of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv"SEC Filings") and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contains any untrue statement of a material fact or omitted omits to state any a material fact required to be stated therein or necessary in order to make the statements made thereinmade, at the time and in light of the circumstances in under which they were made, not misleading. As of their respective datesSince December 31, 1996, the Company has timely filed with the SEC all Parent Reports SEC Filings and all such SEC Filings complied as to form in all material respects with the all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the 1996 Annual Report to the Stockholders (the "1996 Annual Report") and the unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other (except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case may be, andof unaudited interim financial statements, to the extent then applicablenormal year-end adjustments. Except as reflected in such financial statements, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany has no material liabilities, including absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in each caseconnection with the conduct of the business of the Company. Since December 31, 1996, except as set forth in the rules Company's SEC Filings, there has been no:
(a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the 1996 Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and regulations thereunder.are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(c) From January 1waiver or compromise by the Company of a material right or of a material debt owed to it;
(d) satisfaction or discharge of any lien, 2010 claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the date hereofbusiness, properties or financial condition of the Parent has been Company (as such business is presently conducted);
(e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(f) sale, assignment or transfer to a third party that is not an affiliate of the Company (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value;
(g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(h) declaration, setting aside or payment or other distribution in compliance in all material respects with respect of any of the Company's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or
(i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions term "affiliate of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. The Parent has made available to Without limiting the Company trueforegoing, correct and complete copies the direct or indirect ownership of and Section 3.6 50% or more of the Parent Disclosure Schedule lists (A) all correspondence between outstanding voting securities of any entity, or the Parent and right to receive 50% or more of the OTCBB since January 1profits or earnings of an entity, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010shall be deemed to constitute control.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Lilly Eli & Co), Stock Purchase Agreement (Ligand Pharmaceuticals Inc)
SEC Reports. (a) The Parent Since October 10, 1995, Central has filed on a timely basis with the Securities and Exchange Commission (the "SEC") all reports, registration statementsschedules, forms, schedules statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text "Central SEC Documents"). As of any document filed subject to a request for confidential treatment their respective dates, the Central SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as an exhibit amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such filing) all Central SEC Documents, and none of the following that have been Central SEC Documents when filed with the (as amended and restated and as supplemented by subsequently filed Central SEC prior to the date hereof: (iDocuments) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material a fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading, other than those, in the aggregate, which would not have a Central Material Adverse Effect. As The financial statements of Central included in the Central SEC Documents complied as to form, as of their respective datesdates of filing with the SEC, all Parent Reports complied as to form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA the SEC with respect thereto, have been prepared in respect accordance with GAAP (except, in the case of which the Parent Common Stock is qualified for quotation and trading on the OTCBBunaudited statements, and (ii) the applicable provisions as permitted by Form 10-Q of the ▇▇▇▇▇▇▇▇SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Central and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-▇▇▇▇▇ Actend audit adjustments), except when such failure, in the aggregate, would not have a Central Material Adverse Effect. The Parent has made available to the Company trueTrue, correct and complete copies of Central's most recent Form 10-K, Form 10-Q and Section 3.6 of the Parent Disclosure Proxy Statement are set forth on Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 20104.8.
Appears in 2 contracts
Sources: Merger Agreement (Apollo Real Estate Investment Fund Ii L P), Merger Agreement (Central Parking Corp)
SEC Reports. (a) The Parent Buyer has timely filed on a timely basis all forms, reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it Buyer with the SEC, the OTC BB and any other Governmental Entity for the period from SEC since January 1, 2010 to 2021 (collectively, the date hereof“Buyer SEC Reports”) under the Securities Exchange Act, together with any amendments, restatements or supplements thereto. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations As of the Parent time it was filed with the SEC (or, if amended or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order superseded by any Governmental Entity with respect to any a filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, then on the Parent has made available to date of such filing), each of the Company copies Buyer SEC Reports complied in the form filed all material respects with the SEC (applicable requirements of the Securities Exchange Act, including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all rules and regulations promulgated thereunder, and none of the following that have been filed with Buyer SEC Reports at the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) heldtime they were filed, or if amended or superseded by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days a filing prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates date of the relevant meetings, respectively)last such amendment or superseding filing prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of The certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Securities Exchange Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (iiB) the applicable provisions 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to any Buyer SEC Reports (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable legal requirements, and no current or former executive officer of Buyer has failed to make the Certifications required of him or her. The Parent Buyer has made available to the Company true, correct true and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence correspondence, other than transmittal correspondence, between the Parent SEC, on the one hand, and Buyer, on the OTCBB other, since January 1, 20102021, including all SEC comment letters and (B) all correspondence between responses to such comment letters and responses to such comment letters by or on behalf of Buyer. As of the Parent date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC or Nasdaq with respect to Buyer SEC Reports. To the Knowledge of Buyer, none of Buyer SEC Reports are the subject of ongoing SEC review and FINRA since January 1there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, 2010including with regards to any accounting practices of Buyer. As used in this Section 2.2(d), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.)
SEC Reports. The Company has heretofore filed with the Securities and Exchange Commission (athe "SEC") The Parent has filed on a timely basis pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports, registration statements, forms, schedules reports and other documents required to be filed by it with filed, including an Annual Report on Form 10-K for the SECyear ended December 31, 1998 (the OTC BB and "Form 10-K"). None of such reports, or any other Governmental Entity for the period from January 1reports, 2010 documents, registration statements, definitive proxy materials and other filings required to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form be filed with the SEC (including under the full text rules and regulations of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv"SEC Filings") and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contains any untrue statement of a material fact or omitted omits to state any a material fact required to be stated therein or necessary in order to make the statements made thereinmade, at the time and in light of the circumstances in under which they were made, not misleading. As of their respective datesSince December 31, all Parent Reports complied as to form in all material respects 1998, the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), and the Exchange Act, as applicable and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the 1998 Annual Report and the unaudited financial statements contained in the quarterly reports on Form 10-Q filed since December 31, 1998 each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other, except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles, and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case may be, andof unaudited interim financial statements, to the extent then applicablenormal year-end adjustments. Except as reflected in such financial statements, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany has no material liabilities, including absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in each caseconnection with the conduct of the business of the Company. Since December 31, 1998, and except as described in the rules Company's SEC Filings since December 31, 1998, there has been no:
(a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the 1998 Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and regulations thereunder.are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(c) From January 1waiver or compromise by the Company of a material right or of a material debt owed to it;
(d) satisfaction or discharge of any lien, 2010 claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the date hereofbusiness, properties or financial condition of the Parent has been Company (as such business is presently conducted);
(e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(f) sale, assignment or transfer to a third party that is not an Affiliate (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value;
(g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(h) declaration, setting aside or payment or other distribution in compliance in all material respects with respect of any of the Company's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or
(i) the applicable rules and regulations event or condition of FINRA in respect of which the Parent Common Stock any type that has had or is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available reasonably expected to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010have a Material Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Ligand Pharmaceuticals Inc), Stock Purchase Agreement (Ligand Pharmaceuticals Inc)
SEC Reports. (a) The Parent Since January 1, 1996, Central has timely filed on a timely basis all reports, registration statements, formsproxy statements or information statements and all other documents, schedules and other documents together with any amendments required to be made thereto, required to be filed by it with the SECSEC under the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act") (collectively, the OTC BB and "Central Reports"). Central has not taken any other Governmental Entity for actions or omitted to take any actions which would disqualify Central from registering its securities using Form S-3 under the period from January 1, 2010 to the date hereofSecurities Act. No Governmental Entity Central has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has heretofore made available to Company true copies of all the Central Reports, together with all exhibits thereto, that Company copies has requested. Included in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: Central Reports are (i) audited consolidated balance sheets of Central and its subsidiaries at September 27, 1997, September 28, 1996 and September 30, 1995 and the Parent’s Annual Reports on Forms 10-Krelated consolidated statements of income, stockholders' equity and cash flows for the years then ended, and the notes thereto and (ii) the Parent’s Quarterly Reports on Forms 10-Qunaudited consolidated balance sheets of Central and its subsidiaries at December 27, (iii) all proxy 1997 and information the related unaudited consolidated statements relating to of income, stockholders' equity and cash flows for the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) periods then ended and the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”)notes thereto.
(b) No Parent Report All of the financial statements included in the Central Reports fairly present the consolidated financial position of Central and its subsidiaries as of the dates mentioned and the consolidated results of operations, changes in stockholders' equity and cash flows for the periods then ended in conformity with generally accepted accounting principles (subject to any exceptions as to consistency specified therein or communicationas may be indicated in the notes thereto or in the case of the unaudited statements, at as may be permitted by Form 10-Q of the time filed, furnished or communicated (andSEC and subject, in the case of registration statements and proxy and/or information unaudited statements, on to normal, recurring audit adjustments). As of their respective dates, the dates of effectiveness Central Reports complied in all material respects with all applicable rules and regulations promulgated by the dates of the relevant meetings, respectively), contained SEC and did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As Except as set forth in the Central Reports, neither Central nor any subsidiary of their respective datesCentral has any liabilities or obligations of any nature (whether accrued, all Parent Reports complied absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of Central and its consolidated subsidiaries or in the notes thereto, other than liabilities or obligations which, individually or in the aggregate, do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Central.
(c) On or before the Effective Time, the registration statement relating to the Central Common Stock to be received by the Stockholders pursuant to this Agreement (the "Registration Statement") shall have been declared effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC. The Registration Statement as of its effective date complies on its face as to form in all material respects with and is responsive in all material respects to the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, and the rules and regulations of the SEC promulgated thereunder.
(c) From January 1. The information contained or incorporated by reference in the Registration Statement did not contain any untrue statements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, 2010 to in light of the date hereofcircumstances under which they were made, not misleading. The Company has satisfied all requirements under the Parent has been in compliance in all material respects with (i) Securities Act and the applicable Exchange Act and the respective rules and regulations of FINRA the SEC thereunder in respect connection with the issuance of which the Parent shares of Central Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available pursuant to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Registration Statement.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Pennington Brooks Iii), Agreement and Plan of Reorganization (Central Garden & Pet Company)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with under the SECAct and the Securities Exchange Act of 1934, as amended (the OTC BB “Exchange Act”) since November 14, 2007, including pursuant to Section 13(a), 13(c) or 15(d) thereof (the foregoing materials from and any other Governmental Entity for after November 14, 2007, including the period from January 1exhibits thereto and documents incorporated by reference therein, 2010 being collectively referred to herein as the date hereof. No Governmental Entity has initiated “SEC Reports”) on a timely basis or has pending received a valid extension of such time of filing and has filed any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days such SEC Reports prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text expiration of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all extension. As of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (andfiling, in the case of registration statements SEC Reports filed pursuant to the Exchange Act (and proxy and/or information statementsto the extent such SEC Report was amended, on then as of the dates date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the SEC Reports complied in all material respects with the requirements of the Act and the dates Exchange Act and the rules and regulations of the relevant meetingsSecurities and Exchange Commission (the “Commission”) promulgated thereunder, respectivelyas applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed pursuant to the Exchange Act (and to the extent such SEC Report was amended, then as to the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 2 contracts
Sources: Securities Purchase Agreement (China Natural Gas, Inc.), Securities Purchase Agreement (China Natural Gas, Inc.)
SEC Reports. (a) The Parent Chesapeake has filed on a timely basis all required forms, reports, registration statements, forms, schedules statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC, the OTC BB and any other Governmental Entity for the period from ") since January 1, 2010 to 1994 (collectively, the date hereof. No Governmental Entity "Chesapeake SEC Reports"), each of which has initiated or has pending any Proceeding or investigation into the business, disclosures or operations complied in all materials respects with all applicable requirements of the Parent or any Securities Act of its subsidiaries. There is no unresolved or threatened comment1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available as each was in full without redaction effect on the SEC’s web site through dates so filed. Chesapeake has heretofore delivered to Tri-County and the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies Shareholders in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: SEC, its (i) the Parent’s Annual Reports on Forms Form 10-K, K for each of the last three (3) fiscal years and (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all definitive proxy and information statements relating to the Parent’s Chesapeake meetings of stockholders (whether annual or special) heldheld since January 1, or by stockholder consents1994, all Quarterly Reports on Form 10-Q for the last three (iv3) fiscal years, Annual Reports to Shareholders for the Parent’s last three (3) fiscal years and all Current Reports on Form 8-K, and K filed in the last three (v3) all other forms, reports, registration fiscal years. The audited consolidated financial statements and other documents filed by unaudited consolidated interim financial statements of Chesapeake included in the Parent Chesapeake SEC Reports are true, correct and complete in all material respects; fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the SEC (the forms, reports, registration statements and other documents referred to in clauses (inotes thereto), the consolidated financial position of Chesapeake and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations, changes in financial position and changes in stockholders equity and cash flows for the periods then ended (ii), (iii), (iv) subject to normal year-end and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, audit adjustments in the case of registration statements any unaudited interim financial statements); and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in the SEC with respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010thereto.
Appears in 2 contracts
Sources: Merger Agreement (Chesapeake Utilities Corp), Merger Agreement (Schneider William P)
SEC Reports. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC and provide the Trustee and Holders of the Notes:
(a1) The Parent has filed all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a timely basis "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants; and
(2) all reports, registration statements, forms, schedules and other documents current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). In addition, following the consummation of the exchange offer contemplated by it with the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the OTC BB Company shall file a copy of all such information and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (including unless the full text of any document filed subject to SEC will not accept such a request for confidential treatment or as an exhibit to such filing) all of and make such information available to securities analysts and prospective investors upon request. In addition, the following that have been filed with the SEC prior Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the date hereof: (i) the Parent’s Annual Reports on Forms 10-KHolders and to securities analysts and prospective investors, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectivelyupon their request, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order delivered pursuant to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of Rule 144(d)(4) under the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 2 contracts
Sources: Indenture (Trinity Marine Products, Inc.), Indenture (Trinity Industries Inc)
SEC Reports. (a) The Parent Since the date the Company became subject to the reporting requirements of the Exchange Act, the Company has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents with the Securities and Exchange Commission (the "SEC") required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 pursuant to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis federal securities laws and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC rules and regulations thereunder (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and"COMPANY SEC DOCUMENTS"), to all of which have complied as of their respective filing dates in all material respects with all applicable requirements of the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to Securities Act of 1933 (the date "SECURITIES ACT") and the Exchange Act, and the rules promulgated thereunder. None of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, Company SEC Documents at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), filed contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As .
(b) The financial statements of their respective dates, all Parent Reports the Company included in the Company SEC Documents (including the notes thereto) at the time filed complied as to form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (cexcept, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) From January 1, 2010 to applied on a consistent basis during the date hereof, periods involved (except as may be indicated in the Parent has been in compliance notes thereto) and fairly present in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions consolidated financial position of the ▇▇▇▇▇▇▇▇Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (and include, in the case of any unaudited interim financial statements, reasonable accruals for normal year-▇▇▇▇▇ Actend adjustments). The Parent has made available to No subsidiaries of the Company true, correct and complete copies of and Section 3.6 of are required to file periodic reports with the Parent Disclosure Schedule lists (A) all correspondence between SEC under the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (BNMC Acquisition Co), Merger Agreement (Buckley Evan R)
SEC Reports. (a) The Parent has filed had access through publicly-available information to (i) the Company’s Annual Report on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity Form 10-K for the period from January 1year ended December 31, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business2002, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form as filed with the SEC (including the full text of any document filed subject to a request “Company 10-K”), (ii) its quarterly reports on Form 10-Q for confidential treatment or the quarters ended March 31, 2003 and June 30, 2003, as an exhibit to such filing) all of the following that have been filed with the SEC prior to (the date hereof: (i) the Parent’s Annual Reports on Forms “Company 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-QQs”), (iii) all proxy and information statements relating to the ParentCompany’s meetings of stockholders (whether annual shareholders held or special) heldto be held after December 31, or by stockholder consents, 2002 and (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent Company with the SEC under the Exchange Act or the Securities Act since January 1, 2000 (the forms“Company SEC Reports”). As of their respective dates, reportssuch documents complied, registration statements and other all documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together filed by the Company with the exhibits filed SEC under the Exchange Act or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to Securities Act between the date of this AgreementAgreement and the Closing Date will comply, the “Filed Parent Reports”).
(b) No Parent Report in all material respects, with applicable SEC requirements and did not, or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statementsdocuments filed on or after the date hereof will not, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent All Company SEC Reports complied as to form in all material respects have been timely filed with the requirements of SEC and constitute all forms, reports and documents required to be filed by the Company under the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 20102000. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Company Subsidiary is required to file any form, report or other document with the SEC. The certifications of the chief executive officer and (B) all correspondence between chief financial officer of the Parent Company required by Rules 13a-14 and FINRA since January 115d-14 of the Exchange Act with respect to the Company SEC Reports, 2010as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Exchange Act.
Appears in 2 contracts
Sources: Merger Agreement (Precision Castparts Corp), Merger Agreement (SPS Technologies Inc)
SEC Reports. (a) The Parent has filed on a timely basis all forms, reports, registration statementsschedules, forms, schedules statements and other documents (including exhibits and all other information incorporated therein) required to be filed by it with the SECSEC (collectively, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof“Parent SEC Reports”). No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations As of the Parent respective dates they were filed (and if amended or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order superseded by any Governmental Entity with respect to any a filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, Agreement then on the Parent has made available to the Company copies in the form filed with the SEC (including the full text date of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv1) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “each Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent SEC Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andand (2) none of the Parent SEC Reports 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 made therein, to in the extent then applicablelight of the circumstances under which they were made, not misleading.
(b) Each of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actconsolidated financial statements (including, including in each case, any notes thereto) contained in the Parent SEC Reports (the “Parent Financial Statements”) (x) complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations thereunderof the SEC with respect thereto, and (y) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of Parent and the its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect).
(c) From January 1Since December 11, 2010 2018 there has not been any event, change or condition that, individually or in the aggregate, has had or would be reasonably expected to the date hereof, the have a Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Helix TCS, Inc.), Merger Agreement (Helix TCS, Inc.)
SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (a) The Parent the "Exchange Act"), and the Company has timely filed on a timely basis all required reports, registration statementsschedules, forms, schedules statements, and other documents required to be filed by it with the SECSEC pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the OTC BB Exchange Act and any other Governmental Entity for the period from filings incorporated therein, since January 1, 2010 to the date hereof. No Governmental Entity has initiated 2001 (together with other documents that revise or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreementsupersede earlier filed documents, the Parent "SEC Reports"). The Company has delivered or made available to the Company Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in the form filed all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit promulgated thereunder applicable to such filing) all SEC Reports. None of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively)their respective filings, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective dates, all Parent Reports complied as to form filing dates in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (cexcept, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) From January 1applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), 2010 and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Parent has been in compliance in Company has, on a timely basis, made all material respects filings required to be made by the Company with (i) the applicable rules SEC and regulations the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of FINRA in respect of which the Parent its Common Stock is qualified to be offered for quotation and trading on sale for the OTCBB, and (ii) account of any person other than the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Company.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (KFX Inc), Common Stock and Warrant Purchase Agreement (KFX Inc)
SEC Reports. (a) The Parent has filed Company’s Annual Report on a timely basis all reportsForm 10-K for the year ended December 31, registration statements, forms, schedules and other documents required to be filed by it with the SEC2008, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction Company’s Quarterly Reports on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following Form 10-Q that have been filed with for all quarters ended since December 31, 2008, the SEC prior to definitive proxy statement for the date hereof: (i) the ParentCompany’s Annual Reports on Forms 10-K2009 annual meeting of shareholders, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) and all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-KK filed since December 31, and 2008 (vas such documents have since the time of their filing been amended or supplemented) together with all other forms, reports, registration statements documents and other documents information hereafter filed by the Parent with the SEC SEC, including all information incorporated therein by reference (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent SEC Reports”).
) (bi) No Parent Report or communication, at complied and will comply as to form in all material respects with the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates requirements of the relevant meetingsSecurities Act and Securities Exchange Act of 1934, respectively)as amended, contained and (ii) did not contain and will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective datesThe audited consolidated financial statements and unaudited interim consolidated financial statements (including, all Parent in each case, the notes, if any, thereto), if any, included in the SEC Reports complied and will comply as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the SEC’s rules and regulations thereunder.
with respect thereto), were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (cexcept as may be indicated therein or in the notes thereto) From January 1and fairly present (subject, 2010 in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments not material and to the date hereof, the Parent has been in compliance in all material respects with (iabsence of footnotes) the applicable rules financial position and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions shareholders’ equity of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 as of the Parent Disclosure Schedule lists (A) all correspondence between the Parent respective dates thereof and the OTCBB since January 1, 2010, consolidated earnings and (B) all correspondence between cash flows for the Parent and FINRA since January 1, 2010respective periods then ended.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Habersham Bancorp), Stock Purchase Agreement (Habersham Bancorp)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC since December 31, 1995 (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent "SEC Reports,” and"), to except that the extent available Company will file a Notification of Late Filing on Form 126-25 notifying the SEC that its Form 10-K for its 1999 fiscal year could not be filed within the prescribed time period. Each of the SEC Reports has complied in full without redaction through ▇▇▇▇▇ at least two business days prior to all material respects with all applicable requirements of the date of this AgreementSecurities Act and the Exchange Act, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, each as in the case of registration statements and proxy and/or information statements, effect on the dates so filed. None of effectiveness and the dates of the relevant meetingssuch forms, respectively)reports or documents, contained including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As The Company has heretofore made available or promptly will make available to the Purchaser, a complete and correct copy of their respective datesany amendment to the SEC Reports. None of the Subsidiaries of the Company is required to file any reports, all Parent Reports complied as to form in all material respects statements, forms or other documents with the requirements SEC.
(b) The SEC Reports contain audited consolidated balance sheets of the Securities Act Company and its Subsidiaries as of December 31 in each of the years 1995 through 1998, and the related audited consolidated statements of income, statements of cash flow and changes in Shareholders' equity of the Company and its Subsidiaries for the fiscal years then ended, together with the respective reports thereon of KPMG LLP. These audited financial statements of the Company were included or incorporated by reference in the Exchange ActSEC Reports (collectively, including the footnotes thereto, the "SEC Financial Statements"), were prepared in accordance with GAAP (except as otherwise stated in the SEC Financial Statements or in the related reports of the Company's independent accountants) and present fairly the consolidated financial position of the Company and its subsidiaries as at the dates thereof, and the results of operations, changes in financial position and statements of Shareholders' equity of the Company and its Subsidiaries for the periods indicated. No event has occurred since the Balance Sheet Date that would require a restatement of the SEC Financial Statements under GAAP other than by reason of a change in GAAP. The SEC Financial Statements reflect, and on the Closing Date will reflect, the interest of the Company in the assets, liabilities and operations of all Subsidiaries of the Company.
(c) Neither the Company nor any of its Subsidiaries has any material liability, obligation or commitment of any nature whatsoever (whether known or unknown due or to become due, accrued, fixed, contingent, liquidated, unliquidated or otherwise) other than liabilities, obligations or commitments (i) which are accrued or reserved against in the consolidated balance sheet of the Company and its consolidated subsidiaries as of December 31, 1999 included in the Audited Financial Statements or reflected in the notes thereto, (ii)(x) which arose in the ordinary course of business since such date and (y) which do not or would not individually or in the aggregate have a Material Adverse Effect, or (iii) which are of the type that would not be required to be reflected on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto if such balance sheet were prepared in accordance with GAAP as of the date thereof or as of the Closing Date, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(cd) From January 1Except as set forth on Schedule 5.25(d), 2010 since the date of the Company's 1999 Proxy Statement to the date hereof, the Parent Company has been not entered into or otherwise become obligated with respect to any transactions which would require disclosure pursuant to Item 404 of Regulation S-K in compliance in all material respects accordance with Items 7(b) or (ic) of Schedule 14A under the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions Exchange Act were a Company proxy statement to be distributed as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010date hereof.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Thayer Blum Funding LLC), Securities Purchase Agreement (Eftc Corp/)
SEC Reports. (a) The Parent Acquiror has filed on a timely basis all forms, reports, registration statements, forms, schedules certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from SEC since January 1, 2010 2017 (all such forms, reports, statements, certificates and other documents filed since January 1, 2017, collectively, the “Acquiror SEC Reports”). A true and complete copy of each Acquiror SEC Report is available on the website maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. As of their respective dates of filing with the SEC (or, to the extent amended or superseded by a subsequent filing prior to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations as of the Parent or any date of its subsidiaries. There is no unresolved or threatened commentsuch subsequent filing made prior to the date hereof), exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections each of the Parent or any of its subsidiaries. There have been no formal inquiries byAcquiror SEC Reports, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days as amended prior to the date of this Agreement, the Parent has made available complied as to the Company copies form in the form filed all material respects with the SEC (including applicable requirements of the full text Exchange Act and the rules and regulations promulgated thereunder and other applicable Legal Requirement, each as in effect on the date of any document filed subject to a request for confidential treatment or as an exhibit to such filing.
(a) all None of the following that have been Acquiror SEC Reports contained, when filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” andor, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to amended or superseded by a subsequent filing, as of the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelysuch subsequent filing), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective datesthe date of this Agreement, all Parent there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Acquiror SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicableknowledge of Acquiror, none of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAcquiror SEC Reports is the subject of ongoing SEC review. Since September 28, including in each case2016, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent Acquiror has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.
(b) Each of the financial statements included in (i) the Form 10-K, filed by Acquiror with the SEC on February 17, 2017 (as subsequently amended on April 28, 2017) or (ii) the Forms 10-Q filed by the Acquiror with the SEC on each of May 5, 2017, August 3, 2017 and October 31, 2017 (including the related notes, where applicable) fairly presented the consolidated financial position of Acquiror and its Subsidiaries and the results of the consolidated statements of operations, changes in stockholders’ equity and cash flows of Acquiror and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, in the case of the unaudited financial statements, to normal recurring adjustments which were not or are not expected to be material in nature or amount). Each of such financial statements (including the related notes, where applicable), complied at the applicable time of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing) in all material respects with the applicable accounting requirements and with the published rules and regulations of FINRA the SEC with respect thereto and each of such financial statements (including the related notes, where applicable) has been prepared in respect accordance with GAAP consistently applied during the periods involved, except in the case of which the Parent Common Stock is qualified unaudited financial statements for quotation the absence of footnotes and trading on normal adjustments as permitted by the OTCBBrules and regulations of the SEC.
(c) Since September 28, 2016, each of the chief executive officer of Acquiror and the chief financial officer of Acquiror (iior each former chief executive officer of Acquiror and each former chief financial officer of Acquiror, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the applicable provisions Exchange Act and Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available Act of 2002 with respect to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Acquiror SEC Reports.
Appears in 2 contracts
Sources: Unit Purchase Agreement, Unit Purchase Agreement (Apptio Inc)
SEC Reports. (a) The Parent has furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended October 31, 2013, as filed with the SEC, which contained audited balance sheets of the Parent as of October 31, 2013 and 2012, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (b) Quarterly Reports on a timely basis Form 10-Q for the quarterly periods ended January 31, 2014 and 2013 and April 30, 2014 and 2013, and (c) all reportsother reports filed by the Parent under Section 13, registration statementssubsections (a) or (c) of Section 14, forms, schedules and other or Section 15(d) of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Parent Reports”). The Parent Reports constitute all of the documents required to be filed or furnished by it the Parent with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated including under Section 13 or has pending any Proceeding subsections (a) or investigation into the business, disclosures or operations (c) of Section 14 of the Parent or any of its subsidiaries. There is no unresolved or threatened commentExchange Act, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement. The Parent Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Parent Reports. As of their respective dates, the Parent has made available to the Company copies in the form filed with the SEC (Reports, including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information financial statements, on the dates of effectiveness and the dates of the relevant meetingsschedules or exhibits included or incorporated by reference therein, respectively), contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As None of their respective datesthe Parent Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC.
(b) The Parent and each of its Subsidiaries has established and maintains a system of "internal controls over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Parent and its Subsidiaries are being made only in accordance with authorizations of management and the Board of Directors of the Parent, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Parent’s and its Subsidiaries' assets that could have a material effect on the Parent’s financial statements.
(c) The Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Parent Reports complied in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Parent’s management as appropriate to form allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Parent required under the Exchange Act with respect to such reports. The Parent has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Parent’s auditors and the audit committee of the Board of Directors of the Parent and on Section 3.6(c) of the Parent Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Parent’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Parent’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement.
(d) Each of the principal executive officer and the principal financial officer of the Parent (or each former principal executive officer and each former principal financial officer of the Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Parent Reports, and the statements contained in such certifications are true and accurate in all material respects with respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the requirements meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Parent nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Securities Act S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act, as ) of the case may be, and, to Parent or any of its Subsidiaries. The Parent is otherwise in compliance with all applicable provisions of the extent then applicable, the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including except for any non-compliance that would not reasonably be expected to have, individually or in each casethe aggregate, the rules and regulations thereundera Parent Material Adverse Effect.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 2 contracts
Sources: Merger Agreement (Enumeral Biomedical Holdings, Inc.), Merger Agreement (Enumeral Biomedical Holdings, Inc.)
SEC Reports. (a) The Parent Company has filed on a timely basis all reportswith the SEC and made available to HCPI true and complete copies of each registration statement, registration statementsproxy or information statement, formsform, schedules report and other documents document required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent Company or any of its subsidiariesSubsidiaries with the SEC since January 1, 1996 (collectively, the "Company SEC Reports"). There is no unresolved or threatened commentAs of their respective dates, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect Company SEC Reports filed pursuant to the businessExchange Act, operationsand as of their respective effective dates, policies or procedures of the Parent or any of its subsidiaries. Except as to Company SEC Reports filed pursuant to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this AgreementSecurities Act, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of Reports and any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other formsregistration statements, reports, registration forms, proxy or information statements and other documents filed by the Parent Company with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to after the date of this AgreementAgreement (i) complied, the “Filed Parent Reports”).
(b) No Parent Report or communicationor, at the time with respect to those not yet filed, furnished or communicated (andwill comply, in all material respects with the case applicable requirements of registration statements and proxy and/or information statements, on the dates of effectiveness Securities Act and the dates of the relevant meetingsExchange Act, respectively)and (ii) did not, contained or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As .
(b) Each of their respective datesthe consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) presents fairly, all Parent Reports complied as to form in all material respects with respects, the requirements consolidated financial position of the Securities Act Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Exchange ActCompany SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, andof the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the extent then applicableperiods involved, except as may be noted therein.
(c) Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the ▇▇▇▇▇▇▇▇-consolidated balance sheet of the Company as of ▇▇▇▇▇ Act▇▇, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇, (▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to ) liabilities or obligations arising in the ordinary course of business (including trade indebtedness and liabilities, obligations and secured debt assumed in connection with the acquisition of properties by the Company trueor its Subsidiaries) since March 31, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 20101999, and (Biii) all correspondence between liabilities or obligations which would not, individually or in the Parent and FINRA since January 1aggregate, 2010cause a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Health Care Property Investors Inc), Merger Agreement (American Health Properties Inc)
SEC Reports. The Company’s Annual Reports on Form 10-KSB for the fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (a) The Parent has filed including reports on a timely basis all reportsForm 10-QSB and Form 8-K), registration statements, forms, schedules and other documents required definitive proxy statements or information statements filed or to be filed by it with the SECsubsequent to September 30, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed 2000 with the SEC (including collectively, the full text of any document filed subject to a request for confidential treatment or Company’s “SEC Documents”), as an exhibit to such filing) all of the following that have been date filed with the SEC or to be filed and as amended prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (iiA) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual complied or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form will comply in all material respects as to form with the applicable requirements of under the Securities Act or the Exchange Act, as the case may be, andand (B) did not and will not 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 therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the extent then applicableconsolidated financial statements of the Company and its Subsidiaries, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actincluding, including in each case, the rules notes thereto, contained in the SEC Documents comply, and regulations thereunder.
(c) From January 1, 2010 the financial statements to be filed with the SEC by the Company after the date hereofhereof will comply, with applicable accounting requirements and with the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA in the SEC with respect thereto. The books and records of which the Parent Common Stock is qualified for quotation Company and trading on the OTCBBits Subsidiaries have been, and (ii) the are being, maintained in accordance with GAAP and applicable provisions legal and regulatory requirements. None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available Company’s Subsidiaries is required to file any form, report or other document with the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010SEC.
Appears in 2 contracts
Sources: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp)
SEC Reports. (a) 4.7.1 The Parent Company has filed on a timely basis or will file when due all reports, registration statements, required forms, schedules reports and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC since December 31, 1992 (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent "SEC Reports,” and"), to each of which has complied in all material respects with applicable requirements of the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness Securities Act and the dates Exchange Act. As of their respective dates, none of the relevant meetingsSEC Reports, respectively)including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements The audited consolidated financial statements and unaudited consolidated interim financial statements of the Securities Act or Company included in the Exchange ActSEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case may beof any unaudited interim financial statements). The Company has heretofore provided complete and correct copies of each of the SEC Reports to Parent.
4.7.2 Except as reflected or reserved against in the audited consolidated balance sheet of the Company and its subsidiaries at August 31, and1995 or as set forth on Schedule 4.7.2, to the extent then applicableCompany's knowledge, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany and its subsidiaries have no liabilities of any nature (whether accrued, including absolute, contingent or otherwise), except for liabilities incurred in each casethe ordinary course of business since November 30, 1995 which would not, individually or in the rules and regulations thereunder.
(c) From January 1aggregate, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading have a Material Adverse Effect on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Company.
Appears in 2 contracts
Sources: Exchange and Purchase Agreement (Dow Chemical Co /De/), Exchange and Purchase Agreement (Mycogen Corp)
SEC Reports. The Company's Common Stock is listed on the NASDAQ Small Cap Market and has been duly registered with the Securities and Exchange Commission (a"SEC") The Parent under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Since January 1, 1994, the Company has timely filed on a timely basis all reports, registration statementsregistrations, formsproxy or information statements and all other documents, schedules and other documents together with any amendments required to be made thereto, required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC under the Securities Act and the Exchange Act (including collectively, the full text "SEC Reports"). The Company previously has furnished to Purchaser true copies of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇Reports, together with all exhibits thereto that Purchaser has requested. The financial statements contained in the exhibits filed SEC Reports fairly presented (or furnished therewithwill fairly present, areas the case may be) the financial position of the Company as of the dates mentioned and the results of operations, collectivelychanges in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved. As of their respective dates, the “Parent Reports,” andSEC Reports complied (or will comply, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in as the case of registration statements may be) in all material respects with all rules and proxy and/or information statementsregulations promulgated by the SEC and did not (or will not, on as the dates of effectiveness and the dates of the relevant meetings, respectively), contained case may be) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
SEC Reports. Buyer's Common Stock is registered under the Exchange Act, and Buyer is subject to the periodic reporting requirements thereof. The Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (a) The Parent has Annual Report on Form 10-K for the fiscal years ended March 31, 1999, as filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”b) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s all meetings of its stockholders (whether annual or special) heldsince March 31, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K1999, and (vc) all other formsreports filed wit the SEC pursuant to the Exchange Act since March 31, 1999 (such annual reports, registration proxy statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇filings, together with any amendments or supplements thereto, are collectively referred to herein as the exhibits filed or furnished therewith, are, collectively"Buyer Reports"). As of their respective dates, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As The consolidated audited financial statements, and schedules (if any) of their respective dates, all Parent the Buyer included in the Buyer Reports complied (i) comply as to form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC with respect thereto, (cii) From January 1have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), 2010 (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to the date hereoftherein, the Parent has been in compliance and (iv) are consistent in all material respects with (i) the applicable rules books and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions records of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Buyer.
Appears in 1 contract
SEC Reports. (a) The Parent Purchaser has filed on a timely basis with the Commission all forms, reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with and its subsidiaries under the SEC, Exchange Act or the OTC BB and any other Governmental Entity for the period from Securities Act since January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There 1994 (as such documents have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to amended since the business, operations, policies or procedures time of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such their filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and"PURCHASER SEC DOCUMENTS"). As of their respective dates or, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to if amended, as of the date of this Agreementthe last such amendment, the “Filed Parent Reports”).
Purchaser SEC Documents (bi) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be. Each of the consolidated financial statements (the "PURCHASER FINANCIAL STATEMENTS") included in the Purchaser SEC Documents have been prepared from, and, to the extent then applicableand are in accordance with, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actbooks and records of Purchaser and/or its consolidated subsidiaries, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance comply in all material respects with (i) applicable accounting requirements and the applicable rules and regulations of FINRA the Commission with respect thereto, have been prepared in respect accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of which operations and cash flows of Purchaser and its consolidated subsidiaries as at the Parent Common Stock is qualified dates thereof or for quotation and trading on the OTCBB, and (ii) the applicable provisions periods presented therein. Purchaser has delivered to each of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to Company and the Company true, Stockholders a correct and complete copies copy of each Purchaser SEC Document (together with all exhibits and Section 3.6 of the Parent Disclosure Schedule lists (Aschedules thereto and as amended to date) all correspondence between the Parent and the OTCBB filed since January 1, 20101996. Since the date of the most recent Purchaser SEC Document, there has been no material adverse change in the business (as presently conducted or presently expected to be conducted), financial condition or results of operations of Purchaser and (B) all correspondence between the Parent and FINRA since January 1its subsidiaries, 2010taken as a whole.
Appears in 1 contract
SEC Reports. (a) The Since August 1, 1997, Parent and each Parent Subsidiary has (i) filed on a timely basis all forms, reports, statements and documents with the SEC required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder along with all amendments and supplements to all such documents, all of which have complied as of their respective filing dates, or in the case of registration statements, their respective effective dates, in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (collectively, the "Parent SEC Reports"), (ii) filed all forms, schedules reports, statements and other documents required to be filed by it with any Governmental Authorities, including, without limitation, state authorities regulating the SECpurchase and sale of securities, the OTC BB and any (iii) filed all trade reports, filings, amendments to forms and other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order documents required by any Governmental Entity with respect Self Regulatory Organization (all such forms, reports, statements and other documents in clauses (i), (ii) and (iii) of this Section 4.9(a) being collectively referred to any filing by as the "Parent Reports") except where the failure to file such Parent Reports has not had or any of its subsidiaries, relating would not reasonably be expected to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction a Material Adverse Effect on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent. Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all each of the following that have been Parent Reports and will promptly provide copies of each Parent Report filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to after the date of this Agreement, the “Filed . None of such Parent Reports”).
(b) No Parent Report or communicationReports previously filed, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on their respective effective dates (after giving effect to any amendments filed before the dates of effectiveness and the dates of the relevant meetings, respectivelydate hereof), contained and the Parent Reports filed in the future will not contain any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As .
(b) The consolidated balance sheets and related consolidated statements of their respective datesincome, all stockholders' equity and cash flows (including the related notes and schedules thereto) of Parent included in Parent SEC Reports complied (or if included in Parent SEC Reports filed after the date of this Agreement, will comply) as to form form, at the time filed, in all material respects with the requirements published rules and regulations of the Securities Act SEC with respect thereto at the time filed (the "Parent Financial Statements"), were prepared (or if included in Parent SEC Reports filed after the date of this Agreement, will be prepared) in accordance with GAAP applied on a consistent basis during the periods involved and include all adjustments consisting of normal recurring accruals necessary (in the case of unaudited interim financial statements) are in accordance with the books and records of Parent, which books and records are complete and accurate in all material respects and present fairly the consolidated financial position of Parent as of their respective dates, and the consolidated income and cash flows for the periods presented therein, all in conformity with GAAP applied on a consistent basis, except as otherwise noted therein or as permitted under the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1Neither Parent nor any of its Subsidiaries is a party to or bound by any contract, 2010 arrangement, commitment or understanding which is a material contract (as defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in Parent SEC Reports filed prior to the date hereofof this Agreement. Such material contracts are hereinafter referred to as the "Parent Material Contracts."
(d) Except as and to the extent set forth in the Consolidated Statement of Financial Condition of Parent and its Subsidiaries as of March 31, 1999 (the "Parent has been Balance Sheet"), neither Parent nor its Subsidiaries have any Liabilities except:
(a) liabilities incurred since the date of Parent Balance Sheet in compliance in all material respects the normal and ordinary course of business consistent with past practices (i) the applicable rules and regulations of FINRA in respect none of which the Parent Common Stock is qualified an uninsured liability for quotation and trading on the OTCBBbreach of contract, and breach of warranty, tort, or other claim or lawsuit) or (iib) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and as otherwise disclosed in Section 3.6 4.9 of the Parent Disclosure Schedule lists Schedule, or (Ac) all correspondence between Liabilities incurred pursuant to this Agreement or in connection with the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010transactions contemplated by this Agreement.
Appears in 1 contract
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with the SECCompany under the Exchange Act, the OTC BB and any other Governmental Entity including pursuant to Section 13(a) or 15(d) thereof, for the period from January 1, 2010 to two years preceding the date hereof. No Governmental Entity has initiated hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has pending received a valid extension of such time of filing and has filed any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days such SEC Reports prior to the date expiration of this Agreementany such extension. As of their respective dates, the Parent has made available to the Company copies SEC Reports complied in the form filed all material respects with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all requirements of the following that have been filed with Exchange Act, as applicable, and none of the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-KReports, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time when filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As The financial statements of their respective dates, all Parent the Company included in the SEC Reports complied as to form comply in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, and the rules and regulations thereunder.
of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (c) From January 1“GAAP”), 2010 except as may be otherwise specified in such financial statements or the notes thereto and except to the date hereofextent that unaudited financial statements may not contain all footnotes required by GAAP, the Parent has been in compliance and such statements fairly present in all material respects with the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Annual Report on Form 10-K for the fiscal year ended September 30, 2011 (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB“2011 Form 10-K”), and (ii) such accounting firm is a registered public accounting firm as required by the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
Sources: Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.)
SEC Reports. (ai) The Parent has As of their respective dates, each report, information statement and proxy statement filed on a timely basis by Purchaser with the U.S. Securities and Exchange Commission (the “SEC”) since January 17, 2013, which are all reports, registration statements, the forms, schedules reports and other documents required to be filed by it Purchaser and its subsidiaries with the SECSEC since January 17, 2013 (collectively, the OTC BB “Purchaser SEC Reports”): (A) was prepared in accordance and any other Governmental Entity for complied in all material respects with the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations requirements of the Parent or any Securities Exchange Act of its subsidiaries. There is no unresolved or threatened comment1934, exception or stop order by any Governmental Entity with respect to any filing by as amended (the Parent or any of its subsidiaries“Exchange Act”), relating to any examinations or inspections and the rules and regulations of the Parent SEC thereunder applicable to such Purchaser SEC Reports, and (B) did not at the time it was filed (and if amended or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days superseded by a filing prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports Agreement then on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(bsuch filing and as so amended or superseded) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As .
(ii) Each set of their respective datesfinancial statements (including, all Parent Reports complied in each case, any related notes thereto) contained in the Purchaser SEC Reports, including each Purchaser SEC Report filed after the date hereof until the Closing, was or will be prepared in accordance with GAAP and in a manner consistent throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, subject to form the absence of footnotes as permitted by the applicable rules and regulations of the SEC) and each fairly presents or will fairly present in all material respects with the requirements financial position of Purchaser at the Securities Act respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements, are or the Exchange Act, as the case may be, and, will be subject to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereundernormal adjustments which are not expected to have a Material Adverse Effect on Purchaser.
(ciii) From January 1, 2010 to the date hereof, the Parent Purchaser has been and is in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent Purchaser has made available established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Purchaser’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Purchaser in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company true, correct management of Purchaser as appropriate to allow timely decisions regarding required disclosure and complete copies of to make the certifications required pursuant to Sections 302 and Section 3.6 906 of the Parent Disclosure Schedule lists ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Purchaser has disclosed, based on its most recent evaluations, to Purchaser’s accountants and the board of directors of Purchaser (A) all correspondence between significant deficiencies in the Parent design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) and the OTCBB since January 1any material weaknesses that have more than a remote chance to materially adversely affect Purchaser’s ability to record, 2010process, summarize and report financial data and (B) all correspondence between the Parent and FINRA since January 1any fraud, 2010.whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting;
Appears in 1 contract
Sources: Asset Purchase Agreement (Twentyfour/Seven Ventures, Inc.)
SEC Reports. (a) The Parent Buyer has filed on a timely basis with or furnished to the SEC all reports, registration statementsschedules, forms, schedules statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC, the OTC BB and any other Governmental Entity for the period from Buyer since January 1, 2010 to (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC Report”, and collectively, the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into “Buyer SEC Reports”), all of which were prepared in all material respects in accordance with the business, disclosures or operations applicable requirements of the Parent or any Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of its subsidiaries. There is no unresolved or threatened commenttheir respective dates (or, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days if amended prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been respective dates of such amendments), the Buyer SEC Reports (i) complied, and each Buyer SEC Report filed with the SEC prior subsequent to the date hereof: (i) hereof will comply, as to form in all material respects with the Parent’s Annual Reports on Forms 10-K, applicable requirements of the Securities Laws and (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-Kdid not, and (v) all other forms, reports, registration statements and other documents each Buyer SEC Report filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior subsequent to the date of this Agreementhereof will not, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As Each of their respective dates, all Parent the consolidated balance sheets included in or incorporated by reference into the Buyer SEC Reports complied as to form (including the related notes and schedules) fairly presents in all material respects with the requirements consolidated financial position of the Securities Act Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Buyer included in or incorporated by reference into the Exchange ActBuyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, andof the Buyer for the periods set forth therein, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each casecase in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions case of the ▇▇▇▇▇▇▇▇unaudited statements, as permitted by Form 10-▇▇▇▇▇ Act. The Parent has made available Q pursuant to the Company true, correct and complete copies of and Section 3.6 Sections 13 or 15(d) of the Parent Disclosure Schedule lists (A) all correspondence between the Parent Exchange Act and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010for normal year-end audit adjustments which would not be material in amount or effect.
Appears in 1 contract
Sources: LLC Ownership Interest Purchase Agreement (Vystar Corp)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents required with the SEC since January 1, 1990. The Company has provided to be Parent, in the form filed by it with the SEC, the OTC BB and any other Governmental Entity Company's (i) Annual Reports on Form 10-K for each of the last five fiscal years, (ii) Quarterly Reports on Form 10-Q for the period from quarters ended since January 1, 2010 1990, (iii) all proxy statements or information statements relating to the date hereof. No Governmental Entity has initiated meetings or has pending any Proceeding or investigation into the business, disclosures or operations actions by consent of the Parent Company's stockholders since January 1, 1990 and (iv) all other reports or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing registration statements filed by the Parent or any of its subsidiariesCompany with the SEC since January 1, relating to any examinations or inspections of 1990 (collectively, the Parent or any of its subsidiaries"SEC Reports"). There have been no formal inquiries byThe SEC Reports, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site as amended through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, were prepared in accordance with all applicable requirements of the Parent has made available to Securities Act of 1933, as amended (the Company copies in "Securities Act"), and the form filed with Exchange Act. As of their respective dates, none of the SEC (including the full text of Reports, including, without limitation, any document filed subject to a request for confidential treatment financial statements or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC schedules included therein (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively"Financial Statements"), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective datesExcept as set forth on Schedule 3.5(a), all Parent Reports complied as to form in all material respects with the requirements audited consolidated financial statements and unaudited consolidated interim financial statements of the Securities Act or Company included in the Exchange ActSEC Reports fairly present, as the case may be, and, to the extent then applicablein conformity with generally accepted accounting principles applied on a consistent basis, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended. The Company has heretofore provided complete and correct copies of each case, of the rules and regulations thereunderSEC Reports to Parent.
(cb) From January 1, 2010 to Except as disclosed in the date hereofFinancial Statements or as set forth on Schedule 3.5(b), the Parent has been Company and its subsidiaries have no debts, financial obligations or liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities incurred in compliance in all material respects with (i) the applicable rules and regulations ordinary course of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB business since January 123, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 20101995.
Appears in 1 contract
SEC Reports. The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (athe " Exchange Act ") The Parent and the Company has timely filed on a timely basis all proxy statements, reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it under the Exchange Act. The Company has furnished the Purchaser with the SEC, the OTC BB and any other Governmental Entity copies of (i) its Annual Report on Form 10-K for the period from January 1fiscal year ended December 31, 2010 to 2002, (ii) its Quarterly Report on Form 10-Q for the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the businessfiscal quarter ended June 30, disclosures or operations of the Parent or any of 2003 and (iii) its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form Proxy Statement filed with the SEC on April 16, 2003 (including collectively, the full text of any document filed subject " SEC Reports "). The Company is eligible to file a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed registration statement on Form S-3 with the SEC prior to for the date hereof: (i) purpose of registering the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings resale of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the its securities. Each SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communicationwas, at the time filed, furnished or communicated (andof its filing, in substantial compliance with the case requirements of registration its respective form and none of the SEC Reports, nor the financial statements and proxy and/or information statements, on the dates of effectiveness (and the dates notes thereto) included in the SEC Reports, as of the relevant meetings, respectively)their respective filing dates, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As The financial statements of their respective dates, all Parent the Company included in the SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (" GAAP ") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Exchange Act, as notes thereto or (ii) in the case may be, andof unaudited interim statements, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules they may not include footnotes or may be condensed) and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance fairly present in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 its subsidiaries as of the Parent Disclosure Schedule lists (A) all correspondence between the Parent dates thereof and the OTCBB since January 1results of operations and cash flows for the periods then ended (subject, 2010in the case of unaudited statements, and (B) all correspondence between the Parent and FINRA since January 1, 2010to normal year-end audit adjustments).
Appears in 1 contract
SEC Reports. (a) The Parent has filed on a timely basis all reportsEach report, registration statements, forms, schedules statement and other documents required to be definitive proxy statement filed by it the Company with the U.S. Securities and Exchange Commission (“SEC”), the OTC BB and any other Governmental Entity for the period from January 1December 31, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this AgreementAgreement (the “SEC Reports”), the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) are all of the following documents (other than preliminary material) that have the Company has been filed required to file with the SEC. As of their respective dates, the SEC prior to Reports complied in all material respects with the date hereof: requirements of the Securities Act of 1933, as amended (ithe “Securities Act”) or the Parent’s Annual Reports on Forms 10-KSecurities Exchange Act of 1934, as amended (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K“Exchange Act”), and (v) all other forms, reports, registration statements the rules and other documents filed by the Parent with regulations of the SEC (applicable to such SEC Reports, and none of the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to SEC Reports contained as of the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained its filing any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made statement therein, in light of the circumstances in under which they were made, not misleading. As .
(b) The financial statements of the Company included in the SEC Reports (including the information contained in the notes to the financial statements) comply as to form, as of their respective datesdates of fling with the SEC, all Parent Reports complied as to form in all material respects with the applicable accounting requirements of and the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA the SEC with respect thereto, and were prepared in respect accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated on the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10.01 of Regulation S-X of the SEC). The consolidated financial statements fairly present, in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material), the Parent Common Stock is qualified for quotation consolidated financial position of Blue Earth and trading on the OTCBB, and (ii) the applicable provisions its consolidated Subsidiaries as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent their respective dates and the OTCBB since January 1, 2010, consolidated results of operations and (B) all correspondence between the Parent consolidated cash flows of Buyer and FINRA since January 1, 2010its consolidated Subsidiaries for the periods presented therein.
Appears in 1 contract
SEC Reports. Since September 1, 1995, MRI and its subsidiaries have ----------- timely filed (ai) The Parent has filed on a timely basis all forms, reports, registration statements, forms, schedules statements and other documents required to be filed by it with (A) the SEC, the OTC BB and any other Governmental Entity for the period from January including, without limitation (1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms Form 10-K, (ii2) the Parent’s all Quarterly Reports on Forms Form 10-Q, (iii3) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents), (iv4) the Parent’s all Current Reports on Form 8-K, and (v5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements (collectively, the "SEC Reports"), (B) The Nasdaq Stock Market ----------- and (C) any other applicable state securities authorities and (ii) all forms, reports, registration statements and other documents required to be filed by with any other applicable federal or state regulatory authorities, except where the Parent with the SEC (the failure to file any such forms, reports, registration statements or other documents would not have an material adverse effect on MRI's or either Buyer's ability to perform the transactions contemplated hereby (all such forms, reports, statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (vii) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, areof this Section 3.4 being referred to herein, collectively, as the “Parent "Reports,” and"). The Reports, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to including all Reports filed after ------- the date of this AgreementAgreement and prior to the Closing Date (x) were or will be prepared in all material respects in accordance with the requirements of applicable law (including, with respect to the SEC Reports, the “Filed Parent Securities Act and the Securities Exchange Act of 1934, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports”).
) and (by) No Parent Report or communication, did not at the time they were filed, furnished or communicated (andwill not at the time they are filed, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As The outstanding shares of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent MRI Common Stock is are duly qualified for quotation and trading listing on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Nasdaq Stock Market.
Appears in 1 contract
Sources: Asset Purchase Agreement (Medical Resources Inc /De/)
SEC Reports. (a) The Parent Since January 1, 2013, the Company has filed on a timely basis with or furnished to the SEC all forms, reports, schedules, statements, prospectuses, registration statements, forms, schedules definitive proxy statements and other documents (collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by it the Company with or furnished by the SECCompany to the SEC in a timely manner. As of their respective filing dates (and as of the date of any amendment or supplement thereto), (i) the OTC BB Company SEC Reports complied, and any other Governmental Entity for the period from January 1, 2010 each Company SEC Report filed subsequent to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into hereof will comply, in all material respects with the businessrequirements of NASDAQ, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened commentSecurities Act, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of Exchange Act and the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through -▇▇▇▇▇ at least two business days prior Act of 2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (ii) the Company SEC Reports did not, and each Company SEC Report filed subsequent to the date of this Agreementhereof will not, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective datesThe Company Subsidiary is not required to file any forms, all Parent Reports complied as to form in all material respects reports or other documents with the requirements SEC pursuant to Section 13 or 15 of the Securities Act or the Exchange Act.
(b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, as processed, summarized and reported within the case may betime periods specified in the rules and forms of the SEC, and, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the extent then applicableCompany’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderAct of 2002.
(c) From January 1The Company and the Company Subsidiary have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient in all material respects to provide reasonable assurance (i) regarding the reliability of the Company’s and its consolidated Subsidiaries’ financial reporting and the preparation of financial statements in accordance with GAAP, 2010 (ii) that receipts and expenditures of the Company are being made only with the authorization of management and directors of the Company and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would reasonably be expected to have a material effect on the date hereofCompany’s financial statements. There were no significant deficiencies or material weaknesses in the internal control over financial reporting as of and for the year ended December 31, the Parent 2012 (nor has any such deficiency or weakness been identified).
(d) The Company has complied with and is in compliance in all material respects with (i) the applicable rules all current listing and regulations corporate governance requirements of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBNASDAQ, and (ii) the applicable provisions is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or the Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act. ) or director of the Company.
(e) Neither the Company nor the Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and the Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or the Company Subsidiary in the Company’s published financial statements or other Company SEC Reports.
(f) The Parent Company has made available to the Company true, correct Parent accurate and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all material correspondence between the Parent and the OTCBB since January 1, 20102013 through the date hereof between the SEC, on the one hand, and (B) the Company and the Company Subsidiary, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Reports containing unresolved comments and all correspondence between written responses of the Parent and FINRA since January 1Company thereto. To the knowledge of the Company, 2010as of the date hereof, no Company SEC Report is the subject of ongoing review, comment or investigation by the SEC.
Appears in 1 contract
SEC Reports. Buyer's Common Stock is registered under the Exchange Act, and Buyer is subject to the periodic reporting requirements thereof. The Buyer has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (a) The Parent has Annual Report on Form 10-K for the fiscal years ended March 31, 1999, as filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”b) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s all meetings of its stockholders (whether annual or special) heldsince March 31, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K1999, and (vc) all other formsreports filed with the SEC pursuant to the Exchange Act since March 31, 1999 (such annual reports, registration proxy statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇filings, together with any amendments or supplements thereto, are collectively referred to herein as the exhibits filed or furnished therewith, are, collectively"Buyer Reports"). As of their respective dates, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As The consolidated audited financial statements, and schedules (if any) of their respective dates, all Parent the Buyer included in the Buyer Reports complied (i) comply as to form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC with respect thereto, (cii) From January 1have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto), 2010 (iii) fairly present the consolidated financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to the date hereoftherein, the Parent has been in compliance and (iv) are consistent in all material respects with (i) the applicable rules books and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions records of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Buyer.
Appears in 1 contract
SEC Reports. Parent has furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) The Annual Report on Form 10-K for the fiscal year ended November 30, 2014, as filed with the SEC, which contained audited balance sheets of Parent has as of November 30, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) all other reports filed on a timely basis by Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Parent Reports”). Parent Reports constitute all reports, registration statements, forms, schedules and other of the documents required to be filed or furnished by it Parent with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated including under Section 13 or has pending any Proceeding subsections (a) or investigation into the business, disclosures or operations (c) of Section 14 of the Parent or any of its subsidiaries. There is no unresolved or threatened commentExchange Act, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the . Parent has made available to the Company copies Reports complied in the form filed all material respects with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all requirements of the following that have been filed with Exchange Act and the SEC prior to rules and regulations thereunder when filed. As of the date hereof: (i) , there are no outstanding or unresolved comments in comment letters received from the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings staff of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred with respect to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “any of Parent Reports,” and. As of their respective dates, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information including any financial statements, on the dates of effectiveness and the dates of the relevant meetingsschedules or exhibits included or incorporated by reference therein, respectively), contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As None of their respective datesParent Subsidiaries is required to file or furnish any forms, all Parent Reports complied as to form in all material respects reports or other documents with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderSEC.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
SEC Reports. (a) The Parent Buyer has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") for the periods on or after January 1, the OTC BB 2013 (such filings, and any other Governmental Entity for filings made by the period from January 1, 2010 Company pursuant to the date hereof. No Governmental Entity Securities Act (as defined below) are hereinafter referred to as the "SEC Reports", each of which has initiated or has pending any Proceeding or investigation into the business, disclosures or operations complied in all material respects with all applicable requirements of the Parent or any Securities Act of its subsidiaries. There is no unresolved or threatened comment1933, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC amended (the forms"Securities Act") and the Securities Exchange Act of 1934, reports, registration statements and other documents referred to in clauses as amended (ithe "Exchange Act), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in as the case of registration statements and proxy and/or information statementsmay be, each as in effect on the dates such forms, reports and documents were filed. None of effectiveness and the dates of the relevant meetings, respectively), such SEC Reports contained when filed any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, therein in light of the circumstances in under which they were made, made not misleading. As The consolidated financial statements of their respective datesBuyer included in the SEC Reports have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), all Parent Reports complied as to form and fairly and accurately present, in all material respects with respects, the requirements consolidated financial position of Buyer and its consolidated subsidiaries as of the Securities Act or dates thereof and their consolidated results of operations and changes in financial position for the Exchange Actperiods then ended, as except, in the case may beof unaudited interim financial statements, and, to for normal year-end audit adjustments and the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including fact that certain information and notes have been condensed or omitted in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects accordance with (i) the applicable rules and regulations of FINRA the SEC. Buyer has no material liabilities whether accrued or contingent, except as disclosed in respect the SEC Reports or which have arisen in the ordinary course of the Buyer's business since the date of the latest of such reports, neither of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010will cause a Material Adverse Change.
Appears in 1 contract
SEC Reports. (a) The Parent Purchaser has filed on a timely basis all documents, including all annual, quarterly and other reports, registration proxy statements and other statements, formsreports, schedules schedules, forms and other documents (including all exhibits, financial statements and the schedules thereto, and all other information incorporated by reference), required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from SEC since January 1, 2010 2018 (collectively, the “SEC Reports”). Since the date of the last SEC Report, to the knowledge of Purchaser, there has not been the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which resulted in, or would reasonably be likely to result in, a Material Adverse Effect with respect to Purchaser.
(b) The SEC Reports, including the financial statements and exhibits and schedules contained therein, (i) at the time filed (or furnished), complied (giving effect to any amendments or supplements thereto filed prior to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into of this Agreement) in all material respects with the business, disclosures or operations applicable requirements of the Parent Securities Exchange Act of 1934, as amended, and (ii) at the time they were filed (or any of its subsidiaries. There is no unresolved if amended or threatened comment, exception superseded by a filing or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days amendment prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, then at the time filed, furnished of such filing or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelyamendment), contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in such SEC Reports or necessary in order to make the statements made thereinin such SEC Reports, in light of the circumstances in under which they were made, not misleading. As of their respective dates.
(c) The financial statements (including any related notes) contained in SEC Reports (collectively, all Parent Reports the “Purchaser Financial Statements”) (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC applicable thereto and (cii) From January 1were prepared in accordance with GAAP, 2010 to consistently applied (except as may be indicated in the date hereofnotes thereto), the Parent has been in compliance and present fairly in all material respects with the consolidated financial position and results of operations of Purchaser and its subsidiaries (itaken as a whole) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available times and for the periods referred to therein, subject in the case of the unaudited financial statements to the Company trueabsence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments.
(d) To the knowledge of Purchaser, correct and complete copies of and Section 3.6 none of the Parent Disclosure Schedule lists (A) all correspondence between SEC Reports is the Parent subject of ongoing SEC review and there are no inquiries or investigations by the OTCBB since January 1SEC or any internal investigations pending or threatened, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010in each case regarding any accounting practices of Purchaser or any of its Subsidiaries.
Appears in 1 contract
Sources: Membership Unit Purchase Agreement (Boston Beer Co Inc)
SEC Reports. (a) The Parent Accurate and complete copies of each report, registration statement, prospectus, schedule, form, statement, and definitive proxy statement that Purchaser has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, SEC in the OTC BB and any other Governmental Entity for the 12-month period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to preceding the date of this AgreementAgreement (collectively, the Parent has made available to “SEC Reports”) have been filed through the Company copies in SEC E▇▇▇▇ system. As of the form time it was filed with the SEC by Purchaser: (including a) each SEC Report was timely filed and complied in all material respects with the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all applicable requirements of the following that have been filed with Securities Act and the SEC prior to rules and regulations promulgated thereunder or the date hereof: Exchange Act and the rules and regulations promulgated thereunder (i) as the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-Kcase may be), and (vb) all other forms, reports, registration statements and other documents filed by the Parent with none of the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As Neither Purchaser nor any of their respective datesits consolidated or unconsolidated Subsidiaries have, all Parent Reports complied as to form in all material respects with since the requirements end of the Securities Act last fiscal year for which certified financial statements of Purchaser and its consolidated Subsidiaries were included in a report filed pursuant to Section 13(a) or 15(d) of the Exchange Act, as the case may be, and, : (x) failed to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
pay any dividend or sinking fund installment on preferred stock; or (cy) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with defaulted (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified on any installment or installments on indebtedness for quotation and trading on the OTCBBborrowed money, and or (ii) on any rental on one or more long term leases, which defaults in the applicable provisions aggregate are material to the financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company trueregistrant and its consolidated and unconsolidated Subsidiaries, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010taken as a whole.
Appears in 1 contract
SEC Reports. The consolidated financial statements of the Company and the related notes contained in the SEC Reports present fairly, in all material respects, the financial position of the Company as of the dates indicated, and the results of its operations, cash flows and the changes in shareholders’ equity for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments. Such financial statements (aincluding the related notes) The Parent has filed have been prepared in accordance with GAAP applied on a timely consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all reports, registration statements, forms, schedules and other documents footnotes required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereofGAAP. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations Each of the Parent or any of its subsidiaries. There is no unresolved or threatened commentSEC Reports has been timely filed, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available required by law, and, as of their respective dates, each of the SEC Reports, as amended, complied as to form in full without redaction on all material respects with the SEC’s web site through applicable requirements of the Electronic Data GatheringSecurities Act or the Exchange Act or any other applicable law, Analysis as the case may be, and Retrieval System (“▇▇▇▇▇”) two days the rules and regulations of the SEC thereunder, in each case, to the extent applicable to such SEC Reports, and none of the SEC Reports contained, when filed or, if amended prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text as of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreementsuch amendment with respect to those disclosures that are amended, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements The Company has made available each of the Securities Act or SEC Reports (including via the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇E▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to system). As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the Parent has been in compliance in all material respects SEC staff with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions to any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSEC Reports. The Parent has made available to To the Company true, correct and complete copies of and Section 3.6 knowledge of the Parent Disclosure Schedule lists Company, as of the date hereof, (A) all correspondence between none of the Parent and SEC Reports is the OTCBB since January 1, 2010, subject of ongoing SEC review or outstanding SEC comment and (B) all correspondence between neither the Parent and FINRA since January 1, 2010SEC nor any other Governmental Entity is conducting any investigation or review of any SEC Reports.
Appears in 1 contract
SEC Reports. (a) The Parent Since December 31, 2015, Acquiror has filed on a timely basis all reports, registration statements, forms, schedules reports and other documents with the SEC that have been required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 under Applicable Law prior to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the businesshereof (all such forms, disclosures or operations of the Parent or any reports and documents, together with all exhibits and schedules 45
(b) As of its subsidiaries. There is no unresolved filing date (or, if amended or threatened comment, exception or stop order superseded by any Governmental Entity with respect to any a filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, on the Parent has made available to date of the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment last such amendment or as an exhibit to such superseding filing) all of or submission date, as the following that have been filed with the SEC prior to the date hereof: case may be (i) the Parent’s Annual Reports on Forms 10-Keach SEC Report complied as to form, (ii) the Parent’s Quarterly Reports on Forms 10-Qin all material respects, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the forms, reports, registration statements and other documents referred to in clauses (i“Exchange Act”), (ii), (iii), (iv) and (v) above, whether or not available through the ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇-▇▇▇▇▇ at least two business days prior to Act of 2002, as amended, or any successor statute, rules or regulations thereto (“▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and the ▇▇▇▇-▇▇▇▇▇ Act of 2010, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent such SEC Report or communication, at the time was filed, furnished or communicated and (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained ii) each SEC Report did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, anddate hereof, to the extent then applicableknowledge of Acquiror, none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. No executive officer of Acquiror has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report. Neither Acquiror nor, to the knowledge of Acquiror, any of its Representatives, has received notice from any Governmental Body challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. Except as previously disclosed in the SEC Reports since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each caseAcquiror and, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereofKnowledge of Acquiror, the Parent has each of its officers and directors, have been and are in compliance compliance, in all material respects respects, with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (iiA) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent Act and the OTCBB since January 1, 2010, rules and regulations promulgated thereunder and (B) all correspondence between the Parent applicable listing and FINRA since January 1corporate governance rules and regulations of the NASDAQ Global Select Market.
(c) As of the date of this Agreement, 2010.Acquiror is a “well known seasoned issuer” as defined in Rule 405 promulgated by the SEC pursuant to the Securities Act. 5.11 Sufficiency of Funds. Acquiror has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Closing Cash Payment and consummate the Contemplated Transactions. Acquiror’s willingness to consummate the Contemplated Transactions is not conditioned, implicitly or otherwise, on financing not yet obtained. 46
Appears in 1 contract
Sources: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
SEC Reports. (a) The Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from Since January 1, 2010 to 2012, Parent has timely filed all required (by Law or otherwise) reports, schedules, and forms with the date hereofSEC (collectively, and in each case including all amendments, exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Reports"). No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any As of its subsidiaries. There is no unresolved filing date (or, if amended or threatened comment, exception or stop order superseded by any Governmental Entity with respect to any a filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, on the Parent has made available date of such filing), each SEC Report complied as to the Company copies form in the form filed all material respects with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all applicable requirements of the following that have been filed with Securities Act and the SEC prior to Exchange Act, as the date hereof: case may be. As of their respective filing dates (i) the Parent’s Annual Reports on Forms 10-Kor, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual if amended or special) held, or superseded by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days a filing prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates date of effectiveness and the dates such filing), none of the relevant meetings, respectively), SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in which they were made, not misleading. As , except to the extent corrected by a subsequently filed SEC Report.
(b) The consolidated financial statements (including any related notes) included in the SEC Reports (the "Acquiror Financial Statements") fairly present in all material respects the consolidated financial position, statements of their equity, cash flows and changes in equity of Parent for the respective datesfiscal periods or as of the respective dates therein set forth; and each of such statements (including the related notes, all Parent Reports complied as to form where applicable) complies in all material respects with applicable accounting requirements and with the requirements published rules and regulations of the Securities Act or SEC with respect thereto; and each of such statements (including the Exchange Actrelated notes, as where applicable) has been prepared in accordance with GAAP consistently applied during the case may beperiods involved, andexcept, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, as indicated in such statements or in the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBnotes thereto, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇provided that unaudited interim financial statements may not contain footnotes and may be subject to normal year-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010end audit adjustments.
Appears in 1 contract
Sources: Merger Agreement (Almost Family Inc)
SEC Reports. (a) The Parent Since January 1, 2000, to the best of its knowledge Buyer has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents ("Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 pursuant to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into federal securities laws and the businessSEC rules and regulations thereunder, disclosures or operations all of which have complied in all material respects with all applicable requirements of the Parent or Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any of its subsidiaries. There is no unresolved or threatened commentfinancial statements, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries bynotes, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communicationschedules included therein, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact fact, or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements Each of the Securities Act consolidated balance sheets in or incorporated by reference into the Exchange ActBuyer SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Buyer SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, andof the entity or entities to which it relates for the period set forth therein (subject in the case of unaudited interim statements, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including normal yearend audit adjustments) in each case, the rules and regulations thereunder.
(c) From January 1, 2010 case in accordance with generally-accepted accounting principles applicable to the date hereofparticular entity consistently applied throughout the periods involved, except as may be noted therein; and independent certified public accountants for Buyer have rendered or will render an unqualified opinion with respect to each audited financial statement included in the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActBuyer SEC Reports. The Parent has made available consolidated financial statements included in the Buyer SEC Reports are hereinafter sometimes collectively referred to as the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010"Buyer Financial Statements."
Appears in 1 contract
Sources: Asset Purchase Agreement (Chequemate International Inc)
SEC Reports. (a) The Parent has Buyer (including, for the purposes of this Section 5.6(a), all predecessor entities) and its Subsidiaries have filed on a timely basis all forms, reports, registration statements, forms, schedules certifications and other documents (including all exhibits and other information incorporated therein, amendments and supplements thereto) required to be filed by it them with the SECSEC since April 1, 2011 (all such forms, reports, statements, certificates and other documents filed since April 1, 2011, including any amendments thereto, collectively, the OTC BB “Buyer SEC Reports”) and any other Governmental Entity for all Buyer SEC Reports have been filed on a timely basis. As of their respective dates the period from January 1Buyer SEC Reports complied, 2010 and each of the Buyer SEC Reports filed subsequent to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into of this Agreement will comply, in all material respects with the business, disclosures or operations requirements of the Parent or any of its subsidiaries. There is no unresolved or threatened commentSecurities Act, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of Exchange Act and the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior ▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the time of filing with the SEC, none of the Buyer SEC Reports so filed or that will be filed subsequent to the date of this AgreementAgreement contained or will contain, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statementsmay be, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As .
(b) The audited consolidated financial statements of their respective dates, all Parent Buyer (including any related notes thereto) included in the Buyer SEC Reports complied have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as to form may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its Subsidiaries at the respective dates thereof and the consolidated statements of operations and comprehensive income, cash flows and changes in stockholders’ equity for the periods indicated. The unaudited consolidated financial statements of Buyer (including any related notes thereto) for all interim periods included in the Buyer SEC Reports have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated statements of operations and comprehensive income and cash flows for the periods indicated (subject to normal and recurring period-end adjustments that have not been and are not expected to be material to Buyer and its Subsidiaries taken as a whole).
(c) Neither Buyer nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Buyer and any of its Subsidiaries, on the one hand, and any Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), where the result, purpose or intended effect of such Contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries in Buyer’s published consolidated financial statements.
(d) Buyer has made available to the Company a complete and correct copy of any amendments or modifications which have not yet been filed (but which Buyer intends to file) with the requirements of SEC to agreements, documents or other instruments which previously had been filed by Buyer with the SEC pursuant to the Securities Act or the Exchange Act, as and the case may be, and, to the extent then applicable, regulations promulgated thereunder.
(e) The principal executive officer and principal financial officer of Buyer have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct and the regulations of the SEC promulgated thereunder, including and the statements contained in each caseall such certifications were as of the respective dates made, the rules and regulations thereunderare, complete and correct.
(cf) From January Buyer has (A) designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to Buyer, including its consolidated Subsidiaries, is made known to its principal executive officer and principal financial officer; (B) designed internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (C) evaluated the effectiveness of Buyer’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Buyer SEC Report that is a report on Form 10-K or Form 10-Q or any amendment thereto its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation; and (D) to the extent required by applicable Law, disclosed in such report or amendment any change in Buyer’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or is reasonably likely to materially affect, Buyer’s internal control over financial reporting.
(g) Buyer has disclosed, based on the most recent evaluation of internal control over financial reporting, to Buyer’s auditors and the audit committee of Buyer’s Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Buyer’s ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal control over financial reporting. Since April 1, 2010 to the date hereof2010, the Parent has been in compliance in all material respects with (i) neither Buyer nor any of its Subsidiaries, nor, to the applicable rules and regulations Knowledge of FINRA Buyer, any director, officer, employee, auditor, accountant or representative of Buyer or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Buyer or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its Subsidiaries has engaged in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBquestionable accounting or auditing practices, and (ii) the applicable provisions no attorney representing Buyer or any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has made available reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Buyer or any of its Subsidiaries or their respective officers, directors, employees or agents to the Company true, correct and complete copies Board of and Section 3.6 Directors of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Buyer or any committee thereof or to any director or officer of Buyer.
Appears in 1 contract
SEC Reports. (a) 5.6.1. The Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent Company has made available to Recap a true and complete copy of each form, report, schedule, registration statement and definitive proxy statement filed by the Company copies in the form filed with the SEC since January 1, 1997 (including as such documents have since the full text time of any document filed subject to a request for confidential treatment their filing been amended or as an exhibit to such filing) supplemented, the "SEC REPORTS"), which are all of the following documents that have been filed the Company was required to file with the SEC prior to since January 1, 1997. As of their respective dates, the date hereof: (i) SEC Reports complied in all material respects with the Parent’s Annual Reports on Forms 10-Krequirements of the Securities Act and the Exchange Act, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-Kas applicable, and (v) all other forms, reports, registration statements and other documents filed by the Parent with none of the SEC Reports (the forms, reports, registration including all financial statements included therein and other all exhibits and schedules thereto and documents referred to in clauses incorporated by reference therein) contained (i), (ii), (iii), (ivas of their respective filing dates) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, therein in light of the circumstances in under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by any subsequent filings. As of their respective dates, all Parent The Financial Statements included in such SEC Reports complied as delivered by the Company to form Recap comply in all material respects with the requirements rules and regulations of the Securities SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited Financial Statements, as permitted by Exchange Act or Form 10-Q) and fairly present (subject, in the case of the unaudited Financial Statements, to normal, recurring audit adjustments that, individually and in the aggregate, were not material) the financial position of the Company and its Subsidiaries as at the dates thereof and the results of each of their operations and cash flows for the periods then ended.
5.6.2. As of the Original Agreement Date, none of the Subsidiaries of the Company is a reporting company under the Exchange Act, and none is required to file any regular and periodic filings, notices, forms, reports, or statements with the United States Department of Justice, the Federal Trade Commission, the NASD or the SEC.
5.6.3. Except as disclosed in the case may beSEC Reports or the Disclosure Schedule, andor as contemplated by this Agreement, since January 1, 2000 to the extent then applicableOriginal Agreement Date, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany's business has been conducted in the ordinary course, including and there has not been any:
(a) event, situation or occurrence that individually or in each casethe aggregate has had a Material Adverse Effect on the Company;
(b) amendment to the Company's or any of the Company's Subsidiaries' charter, the rules and regulations thereunder.bylaws or other organizational documents;
(c) From January 1sale, 2010 assignment, disposition, transfer, pledge, mortgage or lease of any material portion of the assets primarily used in the Company's business taken as a whole;
(d) incurrence of any additional Indebtedness in excess of $1,000,000, other than accounts payable arising in the ordinary course of business, consistent with past practice, and in connection with Permitted Acquisitions;
(e) any increase in the compensation or fringe benefits payable or to become payable to any Executive Officer of the Company, other than routine increases made in the ordinary course of business and consistent with past practice or as required by law or under any existing agreements heretofore disclosed to Recap;
(f) any amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any capital stock or equity interest in the Company or any securities convertible into or exchangeable for such capital stock or equity interest, including without limitation any reduction in the exercise or conversion price of any such rights or securities, any change to the date hereofvesting or acceleration terms of any such rights or securities, or any change to terms relating to the Parent has been grant of any such rights or securities;
(g) declaration or payment of any dividend or other distribution, or the transfer of any assets, by the Company to any stockholders of the Company with respect to the Common Stock, or any redemption, repurchase or other acquisition by the Company of its capital stock, except in compliance the ordinary course of business;
(h) change by the Company in all material respects with any of its significant accounting principles, methods or practices;
(i) any material closure, shut down or other elimination of any of the applicable rules and regulations Company's offices, franchises or any other change in the character of FINRA in respect of which the Parent Common Stock is qualified its business, properties or assets, except for quotation and trading closures, shut downs, or other eliminations that have not had a Material Adverse Effect on the OTCBBCompany;
(j) loan or advance to or other such agreement with any of its stockholders, and officers, directors, employees, agents, consultants or other Representatives, except in the ordinary course of business, consistent with past practice;
(iik) the applicable provisions damage, destruction or loss with respect to any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to properties or assets of the Company truethat would reasonably be expected to have a Material Adverse Effect on the Company; or
(l) agreement to do, correct and complete copies of and Section 3.6 cause or suffer any of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010foregoing.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Veterinary Centers of America Inc)
SEC Reports. (a) The Parent Company has filed on a timely basis with the Commission all reports, registration statements, forms, schedules and other documents reports ("SEC Reports") required to be filed by it with under the SECSecurities Exchange Act of 1934, as amended (the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof"Exchange Act"). No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations All of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent Company comply in all material respects with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates requirements of the relevant meetingsExchange Act. None of the SEC Reports contains, respectively)as of the respective dates thereof, contained any untrue statement of a material fact or omitted omits to state any material fact required to be stated therein or necessary in order to make the statements made therein not misleading in light of the circumstances under which they were made. All financial statements contained in the SEC Reports have been prepared in accordance with generally accepted accounting principles consistently applied throughout the period indicated ("GAAP"). Each balance sheet presents fairly in accordance with GAAP the financial position of the Company as of the date of such balance sheet, and each statement of operations, of stockholders' equity and of cash flows presents fairly in accordance with GAAP the results of operations, the stockholders' equity and the cash flows of the Company for the periods then ended.
(b) No event has occurred since March 31, 1998 requiring the filing of an SEC Report that has not heretofore been filed and furnished to the Purchasers.
(c) The SEC Reports and this Agreement taken together as a whole will not, as of the Closing Date, 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 contained therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied misleading (other than information relating to the Placement Agent furnished by the Placement Agent expressly for use in the Agreement as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010makes no representation or warranty).
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Avigen Inc \De)
SEC Reports. Acquiror has furnished the Company with copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 10-Q for the quarters ended December 28, 2003, March 28, 2004 and June 27, 2004 and all other reports or registration statements filed by Acquiror with the SEC under applicable Laws since September 30, 2003 (a) The Parent has all such reports and registration statements being herein collectively called the "Acquiror SEC Filings"), each as filed on a timely basis all reportswith the SEC. Except the fact that Part III, registration statements, forms, schedules Item 12 of the Form 10-K was incomplete and other documents required needed to be amended, each such Acquiror SEC Filing when it became effective or was filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statementsmay be, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each Acquiror SEC Filing did not on the date of effectiveness or filing, as the case may be, andcontain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of circumstances under which they were made, not misleading. Acquiror has made all filings required to be made under the extent then applicable, Exchange Act for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
twelve (c12) From January 1, 2010 months prior to the date hereof, of this Agreement. The financial statements of Acquiror included in the Parent has been in compliance Acquiror SEC Filings complied as to form in all material respects with (i) the applicable published rules and regulations of FINRA the SEC with respect thereto, were prepared in respect accordance with GAAP applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the Parent Common Stock is qualified consolidated financial position of Acquiror and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Acquiror and its consolidated subsidiaries for quotation the periods presented therein. The Chief Executive Officer and trading on the OTCBBChief Financial Officer of Acquiror have signed, and (ii) Acquiror has filed with the applicable provisions SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Acquiror nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. The Parent has As used in this Section 4.5, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010SEC.
Appears in 1 contract
Sources: Merger Agreement (Rayovac Corp)
SEC Reports. (a) The Parent Parent, since the initial public offering, has timely filed on a timely basis all forms, reports, schedules, statements, registration statements, forms, schedules prospectuses and other documents required to be filed or furnished by it Parent with the SECSEC under the Securities Act of 1933, as amended (the “Securities Act”) and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with any amendments, restatements or supplements thereto (all such filing, the OTC BB “SEC Reports”). The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and any other Governmental Entity for the period from January 1Exchange Act, 2010 as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations requirements of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by Securities Act) and at the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form time they were filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained all other SEC Reports) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to Parent has been in compliance in all material respects with or the SEC Reports. As of the date hereof, (i) none of the applicable rules and regulations SEC Reports is the subject of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, ongoing SEC review or outstanding SEC comments and (ii) neither the applicable provisions SEC nor any other governmental authority is conducting any investigation or review of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010any SEC Report.
Appears in 1 contract
Sources: Asset Purchase Agreement (Greenrose Acquisition Corp.)
SEC Reports. The Company has heretofore delivered to Parent and the Sub its:
(a) The Parent has Annual Reports on Form 10-K for the years ended December 31, 1993, December 31, 1994, and December 31, 1995, as filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System ;
(“▇▇▇▇▇”b) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s Company's meetings of stockholders (whether annual or special) heldduring 1993, 1994 and 1995; and
(c) all other reports or registration statements filed by stockholder consentsthe Company with the SEC since December 31, 1991. Each report, schedule, registration statement and definitive proxy statement filed by the Company with the Commission since December 31, 1991 (the "SEC Documents"), as of its respective filing date, (ivi) complied in all material respects with the Parent’s Current Reports on Form 8-Krequirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the respective rules and regulations of the Commission thereunder applicable to such SEC Documents, and (vii) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or did not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, therein not misleading. As The Company has timely filed all documents that it was required to file with the Commission since January 1, 1992, except where the failure to file did not and would not reasonably be expected to have a Company Material Adverse Effect. The Company has not filed any Reports on Form 8- K since February 9, 1996. The financial statements of their respective dates, all Parent Reports complied the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
(c) From January 1of the Commission with respect thereto, 2010 to have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the date hereofperiods involved, the Parent has been in compliance and fairly present in all material respects with (i) the applicable rules consolidated financial position of the Company and regulations its consolidated Subsidiaries as at the dates thereof and the consolidated results of FINRA their operations and changes in respect financial position for the periods then ended, except as may be as otherwise stated therein and, in the case of which the Parent Common Stock is qualified for quotation and trading on the OTCBBunaudited statements, as permitted by Form 10-Q, non-material accruals, and (ii) for normal, recurring year-end audit adjustments that would not be material in the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010aggregate.
Appears in 1 contract
SEC Reports. (a) The Parent Since April 1, 2001, the Company has filed on in a timely basis manner with the Securities and Exchange Commission (the "SEC") all reports, registration statements, forms, schedules and other documents reports ("SEC Reports") required to be filed by it with under the SECSecurities Exchange Act of 1934, as amended (the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof"Exchange Act"). No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations All of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent Company comply in all material respects with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates requirements of the relevant meetingsExchange Act. None of the SEC Reports contains, respectively)as of the respective dates thereof, contained any untrue statement of a material fact or omitted omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent All financial statements contained in the SEC Reports complied as to form have been prepared in all material respects accordance with generally accepted accounting principles consistently applied throughout the period indicated ("GAAP"). Each balance sheet is in accordance with the requirements books and records of the Securities Act or Company and presents fairly in accordance with GAAP the Exchange Actfinancial position of the Company as of the date of such balance sheet, as and each statement of operations, of stockholders' equity and of cash flows is in accordance with the case may bebooks and records of the Company and presents fairly in accordance with GAAP the results of operations, and, the stockholders' equity and the cash flows of the Company for the periods then ended.
(b) The Company has delivered to the extent then applicablePurchasers the following SEC Reports:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (without exhibits); and
(ii) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, Company's Proxy Statement for the rules and regulations thereunder2002 Annual Meeting of Stockholders.
(c) From January 1, 2010 to the date hereof, the Parent No event has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB occurred since January 1, 20102002, requiring the filing of an SEC Report that has not heretofore been filed and furnished to the Purchasers (B) all correspondence between the Parent and FINRA since January 1including, 2010without limitation, any amendment to any such SEC Report).
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (Onyx Pharmaceuticals Inc)
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all material respects with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations requirements of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by Securities Act and the Parent or any of its subsidiaries, relating to any examinations or inspections Exchange Act and the rules and regulations of the Parent Commission promulgated thereunder, as applicable and did not at the time they were filed (or any of its subsidiaries. There have been no formal inquiries by, if amended or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days superseded by a filing prior to the date of this Agreement, then on the Parent has made available to the Company copies in the form filed with the SEC (including the full text date of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make made the statements made therein, in light of the circumstances in which they were made, not misleading. As Each of the financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the “Company Financials”), including any SEC Reports filed after the date hereof until the Closing, as of their respective dates, all Parent Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA in the SEC with respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBBthereto, and (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the applicable provisions periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the ▇▇▇▇▇▇▇▇Company at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-▇▇▇▇▇ Actend adjustments which were not, or are not expected to be, material in amount. The Parent has made available balance sheet of the Company as of December 31, 2005 is hereinafter referred to as the “Company Balance Sheet.” Except as disclosed in the Company Financials, the Company does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the Company trueconsolidated financial statements prepared in accordance with GAAP which are, correct and complete copies individually or in the aggregate, material to the business, results of and Section 3.6 operations or financial condition of the Parent Disclosure Schedule lists Company, except liabilities (Ai) all correspondence between provided for in the Parent Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010which would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Phase Iii Medical Inc/De)
SEC Reports. Acquiror has furnished the Company with copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 10-Q for the quarters ended December 28, 2003, March 28, 2004 and June 27, 2004 and all other reports or registration statements filed by Acquiror with the SEC under applicable Laws since September 30, 2003 (a) The Parent has all such reports and registration statements being herein collectively called the “Acquiror SEC Filings”), each as filed on a timely basis all reportswith the SEC. Except the fact that Part III, registration statements, forms, schedules Item 12 of the Form 10-K was incomplete and other documents required needed to be amended, each such Acquiror SEC Filing when it became effective or was filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statementsmay be, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each Acquiror SEC Filing did not on the date of effectiveness or filing, as the case may be, andcontain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of circumstances under which they were made, not misleading. Acquiror has made all filings required to be made under the extent then applicable, Exchange Act for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
twelve (c12) From January 1, 2010 months prior to the date hereof, of this Agreement. The financial statements of Acquiror included in the Parent has been in compliance Acquiror SEC Filings complied as to form in all material respects with (i) the applicable published rules and regulations of FINRA the SEC with respect thereto, were prepared in respect accordance with GAAP applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the Parent Common Stock is qualified consolidated financial position of Acquiror and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Acquiror and its consolidated subsidiaries for quotation the periods presented therein. The Chief Executive Officer and trading on the OTCBBChief Financial Officer of Acquiror have signed, and (ii) Acquiror has filed with the applicable provisions SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither Acquiror nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. The Parent has As used in this Section 4.5, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010SEC.
Appears in 1 contract
SEC Reports. Buyer has filed all forms, reports, schedules, statements and documents required to be filed with the SEC since January 1, 2001 pursuant to the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (athe "EXCHANGE ACT"), and all rules and regulations promulgated thereunder. All forms, reports, schedules, statements and documents filed with the SEC since January 1, 2001 (collectively, the "SEC REPORTS") The Parent has have been prepared and filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it in accordance with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations applicable requirements of the Parent Securities Act and the Exchange Act, and all rules and regulations promulgated thereunder, and did not at the time they were filed (or any of its subsidiaries. There is no unresolved if amended or threatened comment, exception or stop order superseded by any Governmental Entity with respect to any a filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports , then on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(bsuch filing) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent The balance sheets (including the related notes) included in the SEC Reports complied as to form are complete and correct in all material respects with and fairly present the requirements financial position of Buyer as of the Securities Act or respective dates thereof, and the Exchange Act, as other related statements (including the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules related notes) included therein are complete and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance correct in all material respects and fairly present the results of operations and cash flows of Buyer for the respective fiscal periods set forth therein in accordance with (i) GAAP applied on a consistent basis, except in the applicable rules case of interim financial statements for normal recurring and regulations of FINRA in respect of which the Parent Common Stock is qualified certain non-recurring audit adjustments necessary for quotation and trading on the OTCBB, and (ii) the applicable provisions a fair presentation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available financial position and operating results of Buyer for the interim periods which will not be materially adverse and for the omission of footnotes to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010said interim financial statements that would be required by GAAP.
Appears in 1 contract
Sources: Merger Agreement (Primix)
SEC Reports. (a) The Parent Coinstar has filed on a timely basis all reports, registration statements, forms, schedules reports and other documents required to be filed by it Coinstar with the SEC, the OTC BB and any other Governmental Entity for the period from SEC since January 1, 2010 to the date hereof2008. No Governmental Entity has initiated or has pending any Proceeding or investigation into the businessAll such registration statements, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements reports and other documents filed (including those that Coinstar may file after the date hereof until the payment in full of the GARB Deferred Consideration and including all documents incorporated by the Parent with the SEC (the reference in such registration statements, forms, reports, registration statements reports and other documents documents) are referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, herein as the “Parent Coinstar SEC Reports,.” andThe Coinstar SEC Reports (a) were or will be filed on a timely basis, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished complied, or communicated (andwill comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case of registration statements and proxy and/or information statementsmay be, on the dates of effectiveness and the dates rules and regulations of the relevant meetingsSEC thereunder applicable to such Coinstar SEC Reports, respectively), contained and (c) did not or will not at the time they were or are filed contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein in such Coinstar SEC Reports or necessary in order to make the statements made thereinin such Coinstar SEC Reports, in the light of the circumstances in under which they were made, not misleading. As of their respective datesthe date of this Agreement, all Parent there are no outstanding or unresolved comments in comment letters received from the SEC staff. As of the date of this Agreement, none of the Coinstar SEC Reports complied as is the subject of ongoing SEC review or outstanding SEC comment. None of Coinstar’s Subsidiaries is required to form in all material respects file any form, report, registration, statement or other document with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderSEC.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
SEC Reports. (a) The Parent Company has filed on a timely basis with or furnished to the SEC all reports, registration statementsschedules, forms, schedules statements, prospectuses, registration statements and other documents required to be filed or furnished by it with the SEC, the OTC BB and any other Governmental Entity for the period from Company since January 1, 2010 to 2009 (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC Report”, and collectively, the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into “Company SEC Reports”), all of which were prepared in all material respects in accordance with the business, disclosures or operations applicable requirements of the Parent or any Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of its subsidiaries. There is no unresolved or threatened commenttheir respective dates (or, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days if amended prior to the date of this Agreement, as of the Parent has made available to respective dates of such amendments), the Company copies in the form SEC Reports (i) complied, and each Company SEC Report filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior subsequent to the date hereof: (i) hereof will comply, as to form in all material respects with the Parent’s Annual Reports on Forms 10-K, applicable requirements of the Securities Laws and (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-Kdid not, and (v) all other forms, reports, registration statements and other documents each Company SEC Report filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior subsequent to the date of this Agreementhereof will not, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As Except as set forth in Section 3.7 of their respective datesthe Company Disclosure Schedule, all Parent each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports complied as to form (including the related notes and schedules) fairly presents in all material respects with the requirements consolidated financial position of the Securities Act Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Exchange ActCompany SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, andof the Company and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the extent then applicableExchange Act and for normal year-end audit adjustments which would not be material in amount or effect.
(b) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act).
(c) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act).
(d) There are no outstanding loans or other extensions of credit made by the Company or any of the Company Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of t▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ley Act, including in each case, the rules and regulations thereunder.
(e) Except with respect to certain c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇ ▇▇▇▇▇ Act. The Parent has made available to ▇ng requirements of NYSE Amex Equities, since January 30, 2009, the Company truehas complied in all material respects with the applicable listing and corporate governance rules and regulations of NYSE Amex Equities and the OTC QB Market, correct and complete copies of and Section 3.6 as applicable.
(f) Each of the Parent Disclosure Schedule lists principal executive officer and principal financial officer of the Company (Aor each former principal executive officer and principal financial officer of the Company, as applicable) have made all correspondence between certifications required by Rule 13a-14 and 15d-14 under the Parent Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and any related rules and regulations promulgate▇ ▇▇ ▇▇▇ ▇▇▇, NYSE Amex Equities, and the OTCBB since January 1OTC QB Market, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010as applicable.
Appears in 1 contract
SEC Reports. (a) The Parent 5.6.1 Buyer has filed filed, on a timely basis basis, all forms, reports, schedules, statements, registration statements, forms, schedules prospectuses and other documents required to be filed or furnished by it Buyer with the SECSEC under the Securities Act and/or the Exchange Act, the OTC BB together with any amendments, restatements or supplements thereto, and any will file all such forms, reports, schedules, statements and other Governmental Entity for the period from January 1, 2010 documents required to be filed subsequent to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiariesthis Agreement on a timely basis. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent Buyer has made available delivered to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereoffollowing: (i) the ParentBuyer’s Annual Reports annual reports on Forms Form 10-KK for each fiscal year of Buyer beginning with the first year Buyer was required to file such a form, (ii) the ParentBuyer’s Quarterly Reports quarterly reports on Forms Form 10-QQ for each fiscal quarter that Buyer filed such reports to disclose its quarterly financial results in each of the fiscal years of Buyer referred to in clause (i) above, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements statements, prospectuses and other documents (other than preliminary materials) filed by the Parent Buyer with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements statements, prospectuses and other documents referred to in clauses (i), (ii), (iii), (iv) and (viii) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent SEC Reports,” and”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to the extent available any report referred to in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreementclause (i) above (collectively, the “Filed Parent ReportsPublic Certifications”). The Public Certifications are each true as of their respective dates of filing.
5.6.2 The SEC Reports (bx) No Parent Report or communicationwere prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, at as the time filedcase may be, furnished or communicated and the rules and regulations thereunder and (andy) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements and proxy and/or information statements, on filed pursuant to the dates of effectiveness and the dates requirements of the relevant meetings, respectively), contained Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As .
5.6.3 The financial statements and notes of their respective datesBuyer contained or incorporated by reference in the SEC Reports (the “Purchaser Financials”), all Parent Reports complied as to form fairly present in all material respects with the requirements financial position and the results of operations, changes in shareholders’ equity, and cash flows of Buyer at the Securities Act or respective dates of and for the Exchange Actperiods referred to in such financial statements, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including all in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects accordance with (i) GAAP methodologies applied on a consistent basis throughout the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the applicable provisions notes thereto and for the omission of notes and audit adjustments in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available case of unaudited quarterly financial statements to the Company trueextent permitted by Regulation S-X or Regulation S-K, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010as applicable).
Appears in 1 contract
Sources: Asset Purchase Agreement (Chicken Soup for the Soul Entertainment, Inc.)
SEC Reports. (a) The Parent has filed From and after [ ], whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee (who will furnish to the Holders of Notes upon request)
(i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on a timely basis all reports, registration statements, Forms 10-Q and 10-K if the Company were required to file such forms, schedules including a “Management’s Discussion and other documents Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports Commission on Form 8-K, and (v) all other forms, K if the Company were required to file such reports, registration statements in each case within the time periods specified in the Commission’s rules and other documents filed by the Parent with the SEC (the formsregulations. In addition, reports, registration statements from and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) aboveafter [ ], whether or not available through ▇▇▇▇▇required by the rules and regulations of the Commission, together the Company will file a copy of all such information and reports with the exhibits filed or furnished therewith, are, collectively, Commission for public availability within the “Parent Reports,” and, time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”)securities analysts and prospective investors upon request.
(b) No Parent Report In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time (x) the Commission does not accept the filings provided for in Section 4.08(a) above or communication, at (y) the time filed, furnished or communicated (and, filings provided for in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates Section 4.08(a) do not contain all of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact information required to be stated therein or necessary in order delivered pursuant to make Rule 144A(d)(4) under the statements made thereinSecurities Act, in light it will furnish to the Trustee (who will furnish to the Holders of Notes upon request) and to securities analysts and prospective investors, upon their request, the circumstances in which they were made, not misleadinginformation required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. As of their respective dates, all Parent Reports complied as to form in all material respects The Company will also comply with the requirements provisions of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderTIA Section 314(a).
(c) From January 1Delivery of such reports, 2010 information and documents to the date hereofTrustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Parent has been in Company’s compliance in all material respects with any of its covenants hereunder (i) the applicable rules and regulations of FINRA in respect of as to which the Parent Common Stock Trustee is qualified for quotation and trading entitled to rely exclusively on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Officers’ Certificates).
Appears in 1 contract
Sources: Indenture (NRG Energy Inc)
SEC Reports. (a) The Parent Except for the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, which was filed late on July 29, 2020 and amended on August 6, 2020, the Company has filed on a timely basis all reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with the SECCompany under the Act and the Exchange Act, the OTC BB and any other Governmental Entity including pursuant to Section 13(a) or 15(d) thereof, for the period from January 1, 2010 to two years preceding the date hereof. No Governmental Entity has initiated hereof (or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to such shorter period as the Company copies in was required by law or regulation to file such material) (the form filed with the SEC (foregoing materials, including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy exhibits thereto and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or documents incorporated by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇reference therein, together with the exhibits filed or furnished therewithProspectus and the Prospectus Supplement, are, collectively, being collectively referred to herein as the “Parent SEC Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the date expiration of this Agreementany such extension. As of their respective dates, the “Filed Parent Reports”).
(b) No Parent Report or communication, at SEC Reports complied in all material respects with the time filed, furnished or communicated (and, in requirements of the case of registration statements and proxy and/or information statements, on the dates of effectiveness Act and the dates Exchange Act, as applicable, and none of the relevant meetingsSEC Reports, respectively)when filed, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As The financial statements of their respective dates, all Parent the Company included in the SEC Reports complied as to form comply in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, and the rules and regulations thereunder.
of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (c) From January 1“GAAP”), 2010 to except as may be otherwise specified in such financial statements or the date hereofnotes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, the Parent has been in compliance and fairly present in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies its consolidated Subsidiaries as of and Section 3.6 of for the Parent Disclosure Schedule lists (A) all correspondence between the Parent dates thereof and the OTCBB since January 1results of operations and cash flows for the periods then ended, 2010subject, and (B) all correspondence between in the Parent and FINRA since January 1case of unaudited statements, 2010to normal, immaterial, year-end audit adjustments.
Appears in 1 contract
Sources: At the Market Offering Agreement (Bit Digital, Inc)
SEC Reports. (a) The Parent Company has filed on a timely basis all required reports, registration statementsschedules, forms, schedules statements, and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since September 25, 2000, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the effective date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent Company's Form 10-SB (together with other documents that revise or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreementsupersede earlier filed documents, the Parent "SEC Reports"). The Company has delivered or made available to the Company Investors true and complete copies of the SEC Reports. As of their respective dates, the SEC Reports complied in the form filed all material respects with the requirements of the 1933 Act or the 1934 Act, as the case may be, and the rules and regulations of the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit promulgated thereunder applicable to such filing) all SEC Reports. None of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As The financial statements of the Company included in the SEC Reports complied as of their respective dates, all Parent Reports complied as to form dates of filing with the SEC in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (cexcept, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) From January 1applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), 2010 and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Parent Company has been in compliance in on a timely basis made all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has filings required to be made available to by the Company true, correct and complete copies of and Section 3.6 of with the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010SEC.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Elite Logistics Inc)
SEC Reports. (a) The Parent has filed on a timely basis all reports6.4.1 On or before November 20, registration statements1998, forms, schedules and other documents required Clariti shall furnish to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereofCHH Clariti's: (i) Amendment No. 2 to Annual Report on Form 10-KSB for the Parent’s fiscal year ending July 31, 1997 and the Annual Reports Report on Form 10-KSB for the fiscal year ended June 30, 1998 (the "Most Recent Forms 10-K, KSB"); (ii) Amendment No. 1 to Quarterly Report on Form 10-QSB for the Parent’s quarter ended April 30, 1998 and Quarterly Reports on Form 10-QSB for the quarters ended January 31, 1998 and October 31, 1997 (collectively, the "Forms 10-Q, QSB"): and (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form Forms 8-KK filed March 4, 1998, April 24, 1998 and August 7, 1998 (v) all other formscollectively, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses items (i), (ii), (iii), (iv) and (viii) aboveshall hereinafter be referred to as the "SEC Reports"). As of their respective dates, whether or not available through ▇▇▇▇▇, together the SEC Reports complied with the exhibits filed or furnished therewith, are, collectively, applicable requirements of the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness Securities Act and the dates Securities Exchange Act of 1934, as amended (the relevant meetings, respectively"Exchange Act"), contained and the rules and regulations thereunder, and did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to 6.4.2 Since the respective date hereof, as of which information is given in the Parent has been in compliance in all material respects with SEC Reports: (i) there has been no material adverse change in the applicable rules and regulations condition, financial or otherwise, or in the earnings, business affairs or business prospects of FINRA Clariti or any of its subsidiaries whether or not arising in respect the ordinary course of which business, (ii) there have been no transactions entered into by Clariti or any of its subsidiaries, other than those in the Parent Common Stock is qualified for quotation and trading on the OTCBBordinary course of business, and (iiiii) the applicable provisions there has been no dividend or distribution of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has any kind declared, paid or made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010by Clariti on any class or its capital stock.
Appears in 1 contract
Sources: Share Exchange Agreement (Clariti Telecommunications International LTD)
SEC Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) The Parent has filed on a timely basis all reportsof the Exchange Act, registration statementsto the extent permitted by the Exchange Act and the SEC, forms, schedules and other documents required to be filed by it the Company will file or furnish with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 make available to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into Trustee and the business, disclosures or operations Holders of the Parent Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries bySubsidiaries as Unrestricted Subsidiaries, or disagreements or disputes with, if the Company’s consolidated financial statements consolidate any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following Physician Groups that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-Kare not Restricted Subsidiaries, and (v) all other forms, reports, registration statements if such Unrestricted Subsidiaries and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or Physician Groups that are not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (andRestricted Subsidiaries would, in the case of registration statements aggregate and proxy and/or information statements, on the dates of effectiveness and the dates calculated as of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light last day of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act applicable fiscal quarter or the Exchange Actfiscal year, as the case may be, andconstitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (or any applicable successor forms) for such fiscal quarter or fiscal year, as the case may be, required by the preceding paragraph shall include a reasonably detailed presentation or, in the case of clause (b) below, a summary, (a) in the footnotes to the extent consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the caption “Risk Factors—Risks Relating to Investment in the Notes–Our consolidated financial statements include the results of certain physician groups that are not owned by the Company and will not guarantee the notes” in the Company’s prospectus supplement dated June 10, 2014 relating to the original issuance of the Notes on the Issue Date will be deemed to satisfy the requirements of this clause (b), provided that, for purposes of this clause (b), such information shall be provided for the three, six or nine month period of the then applicablecurrent fiscal year covered by such Form 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, as the case may be). The quarterly and annual financial information required by the preceding sentence shall reflect the adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the Company’s financial statements (it being understood that the Company’s direct or indirect equity interest in and share of the revenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and any management fees or other amounts payable to the Company or any of its Restricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, may be reflected in such consolidated financial information; and it being further understood that all such adjustments may appear in the notes to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed substantially concurrently with the applicable Form 10-Q or 10-K, as the case may be. For purposes of this Section 4.18, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC via the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act(or successor or similar) filing system and such reports are publicly available. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including in each case, the rules and regulations thereunder.
Company’s compliance with any of its covenants hereunder (c) From January 1, 2010 as to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock Trustee is qualified for quotation and trading entitled to rely exclusively on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Officers’ Certificates).
Appears in 1 contract
SEC Reports. (a) The Parent CCIC has filed on a timely basis all reports, registration statements, material forms, schedules reports and other documents ----------- documents, together with any required amendments thereto, required to be filed by it with the SECSEC since August 2, 1998 (collectively, the OTC BB "SEC Documents"). CCIC has delivered to BMI true, correct and any complete copies of each of the SEC Documents (other Governmental Entity for the period from January than preliminary registration and proxy statements and registration statements on Forms S-8) after May 1, 2010 to the date hereof1999. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the The SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: Documents (i) were prepared, in all material respects, in accordance with the Parent’s Annual Reports on Forms 10-Krequirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or did not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained they were filed contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As No Affiliate of their respective datesCCIC is required to file any form, all Parent Reports complied report or other document with the SEC.
(b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the SEC Documents (i) was prepared from the books of account and other financial records of CCIC and its consolidated subsidiaries, (ii) complies as to form in all material respects with applicable accounting requirements and the requirements published rules of the Securities Act or SEC with respect thereto, and was prepared in accordance with GAAP applied on a consistent basis throughout the Exchange Actperiods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the case may beSEC) and (iii) presented fairly, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with respects, the consolidated financial position of CCIC and its consolidated subsidiaries as at the respective dates thereof and the results of their operations and their cash flows for the respective periods indicated therein except as otherwise noted therein (i) subject, in the applicable rules case of unaudited statements, to normal and regulations of FINRA recurring year-end adjustments which were not and are not expected, individually or in respect of which the Parent Common Stock is qualified for quotation and trading aggregate, to have a material adverse effect on the OTCBBassets, and (ii) the applicable provisions liabilities, financial condition, results of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company trueoperation, correct and complete copies business or financial prospects of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010CCIC).
Appears in 1 contract
Sources: Sublease Agreement (Crown Castle International Corp)
SEC Reports. The Company has heretofore filed with the Securities and Exchange Commission (athe "SEC") The Parent has filed on a timely basis pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports, registration statements, forms, schedules reports and other documents required to be filed by it with filed, including an Annual Report on Form 10-K for the SECyear ended December 31, [fiscal year prior to issuance of Shares] (the OTC BB and "Form 10-K"). None of such reports, or any other Governmental Entity for the period from January 1reports, 2010 documents, registration statements, definitive proxy materials and other filings required to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form be filed with the SEC (including under the full text rules and regulations of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv"SEC Filings") and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contains any untrue statement of a material fact or omitted omits to state any a material fact required to be stated therein or necessary in order to make the statements made thereinmade, at the time and in light of the circumstances in under which they were made, not misleading. As Since December 31, [fiscal year prior to issuance of their respective datesShares], the Company has timely filed with the SEC all Parent Reports SEC Filings and all such SEC Filings complied as to form in all material respects with the all applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules thereunder. The audited financial statements of the Company included or incorporated by reference in the [fiscal year prior to issuance of Shares] Annual Report to the Stockholders (the "Annual Report") and the unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other (except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in the case may be, andof unaudited interim financial statements, to the extent then applicablenormal year-end adjustments. Except as reflected in such financial statements, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany has no material liabilities, including absolute or contingent, other than ordinary course liabilities incurred since the date of the last such financial statements in each caseconnection with the conduct of the business of the Company. Since December 31, [fiscal year prior to issuance of Shares], except as set forth in the rules Company's SEC Filings, there has been no:
(a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and regulations thereunder.are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material);
(c) From January 1waiver or compromise by the Company of a material right or of a material debt owed to it;
(d) satisfaction or discharge of any lien, 2010 claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the date hereofbusiness, properties or financial condition of the Parent has been Company (as such business is presently conducted);
(e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(f) sale, assignment or transfer to a third party that is not an affiliate of the Company (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value;
(g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(h) declaration, setting aside or payment or other distribution in compliance in all material respects with respect of any of the Company's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or
(i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions term "affiliate of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. The Parent has made available to Without limiting the Company trueforegoing, correct and complete copies the direct or indirect ownership of and Section 3.6 50% or more of the Parent Disclosure Schedule lists (A) all correspondence between outstanding voting securities of any entity, or the Parent and right to receive 50% or more of the OTCBB since January 1profits or earnings of an entity, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010shall be deemed to constitute control.
Appears in 1 contract
Sources: Option and Wholesale Purchase Agreement (Ligand Pharmaceuticals Inc)
SEC Reports. (a) The Parent Company has filed furnished Acquiror with copies of its Annual Report on a timely basis Form 10-K for the fiscal year ended December 31, 2003, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and all reports, other reports or registration statements, forms, schedules and other documents required to be statements filed by the Company with the SEC under applicable laws, rules and regulations since December 31, 2003 (all such reports and registration statements being herein collectively called the “Company SEC Filings”), each as filed with the SEC. Each such Company SEC Filing when it became effective or was filed with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statementsmay be, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the SEC thereunder and each Company SEC Filing did not on the date of effectiveness or filing, as the case may be, andcontain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of circumstances under which they were made, not misleading. The Company has filed, in a timely manner, all forms, reports and documents required to be made under the extent then applicable, Exchange Act for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
twelve (c12) From January 1, 2010 months prior to the date hereof, of this Agreement. The financial statements of the Parent has been Company included in compliance the Company SEC Filings complied as to form in all material respects with (i) the applicable published rules and regulations of FINRA the SEC with respect thereto, were prepared in respect accordance with GAAP applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be material) the Parent Common Stock is qualified consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for quotation the periods presented therein. The Chief Executive Officer and trading on the OTCBBChief Financial Officer of the Company have signed, and (ii) the applicable provisions Company has filed with the SEC, all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of its officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. The Parent has As used in this Section 3.27, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied otherwise made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010SEC.
Appears in 1 contract
SEC Reports. (a) The Parent Buyer has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration schedules, statements and other documents (including exhibits and other information incorporated therein) with the SEC since December 31, 2001 (collectively, the "Buyer SEC Reports"). As of their respective dates, or, if amended, as of the date of the last such amendment, each Buyer SEC Report, (a) complied in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, and the rules and regulations thereunder applicable to such Buyer SEC Reports and (b) did not, and in the case of such forms, reports, schedules, statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to after the date hereof will not as of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time they are filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As Each of their respective datesthe consolidated financial statements included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) were, all Parent Reports complied as to form and in the case of such consolidated financial statements filed after the date hereof will be, prepared in accordance with the published rules and regulations of the SEC, and fairly presents in all material respects with the requirements consolidated financial position of Buyer and its Subsidiaries as of its date, and each of the Securities Act consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Exchange ActBuyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, andof Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
(b) There is no investigation by the SEC pending, or, to the extent then applicableKnowledge of the Buyer, threatened with respect to any Buyer SEC Report. None of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActBuyer SEC Reports are the subject of open, including in each caseunresolved comments from the SEC. To the Knowledge of Buyer, there is no material unresolved violation of the rules and regulations thereunder.
(c) From January 1, 2010 to Exchange Act or the date hereof, the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA in the SEC asserted by the SEC with respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Buyer SEC Reports.
Appears in 1 contract
Sources: Purchase and Sale of Equity Interests Agreement (Rocky Shoes & Boots Inc)
SEC Reports. (a) The Parent AHC has filed on a timely basis all reports, registration statementsschedules, forms, schedules certifications, statements and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent AHC with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i“AHC SEC Documents”), (ii), (iii), (iv) and (v) above, whether or not . All AHC SEC Documents are available through ▇▇▇▇▇, together with from the exhibits filed or furnished therewith, are, collectively, SEC on the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to System or in the date of this Agreement, the “Filed Parent Reports”)AHC Data Room.
(b) No Parent Report As of its respective date, each AHC SEC Document complied in all material respects with the requirements of the Exchange Act or communicationthe Securities Act, at the time filed, furnished or communicated (and, in as the case of registration statements and proxy and/or information statementsmay be, on the dates of effectiveness and the dates rules and regulations of the relevant meetingsSEC promulgated thereunder applicable to such AHC SEC Document, respectively), contained and did not contain any untrue statement of a material fact or omitted 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. Except to the extent that information contained in any AHC SEC Document has been revised or superseded by a later filed AHC SEC Document, none of the AHC SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As The consolidated financial statements of their respective dates, all Parent Reports complied AHC included in the AHC SEC Documents comply as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act or SEC with respect thereto, have been prepared in accordance with GAAP (except, in the Exchange Actcase of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of AHC as of the dates thereof and the consolidated results of its operations and cash flows for the periods shown (subject, in the case may be, andof unaudited statements, to normal year-end audit adjustments). The principal executive officer of AHC and the extent then applicable, principal financial officer of AHC have made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, Act of 2002 and the rules and regulations thereunder.
of the SEC promulgated thereunder (cthe “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) From January 1, 2010 with respect to the date hereofAHC SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the Parent has been meanings given to such terms in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has As used in this Section 5.26, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010SEC.
Appears in 1 contract
SEC Reports. (a) The Parent Except for the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for the periods ending March 31, 2020 and June 30, 2020, and Current Report on Form 8-K in connection with the default of the Senior Notes, the Company has filed on a timely basis all reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with under the SECSecurities Act and Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the two years preceding the date hereof (the foregoing materials and including, in each case, the OTC BB exhibits thereto and any other Governmental Entity for the period from January 1documents incorporated by reference therein, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents being collectively referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, herein as the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent SEC Reports”).
(b) No Parent Report or communication. As of their respective dates, at the time filed, furnished or communicated (and, SEC Reports complied in all material respects with the case requirements of registration statements and proxy and/or information statements, on the dates of effectiveness Securities Act and the dates Exchange Act, as applicable, and none of the relevant meetingsSEC Reports, respectively)when filed, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As The consolidated financial statements of their respective dates, all Parent the Company and its subsidiaries included in the SEC Reports complied comply as to form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied (c) From January 1except as may be otherwise specified in such financial statements and subject, 2010 in the case of unaudited quarterly financial statements, to the date hereofnormal year-end adjustments and lack of footnote disclosures), the Parent has been in compliance and fairly present in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions consolidated financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 its subsidiaries as of the Parent Disclosure Schedule lists (A) all correspondence between the Parent dates thereof and the OTCBB since January 1consolidated results of their operations, 2010cash flows and changes in stockholders equity for the periods then ended (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments and (B) all correspondence between the Parent and FINRA since January 1, 2010lack of footnote disclosures).
Appears in 1 contract
Sources: Recapitalization Agreement (Nuo Therapeutics, Inc.)
SEC Reports. (a) The Since January 1, 2000, to the best of its Knowledge, the Parent has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents ("Parent SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 pursuant to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into federal securities laws and the businessSEC rules and regulations thereunder, disclosures or operations all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933 ("Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of such Parent or SEC Reports, including without limitation any of its subsidiaries. There is no unresolved or threatened commentfinancial statements, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries bynotes, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communicationschedules included therein, at the time filed, furnished or communicated (andcontained, or, if to be filed in the case of registration statements and proxy and/or information statementsfuture will contain, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact fact, or omitted omitted, omit or will omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements Each of the Securities Act consolidated balance sheets in or incorporated by reference into the Exchange ActParent SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Parent SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, andof the entity or entities to which it relates for the period set forth therein (subject in the case of unaudited interim statements, to the extent then applicable, the ▇▇▇▇▇▇▇▇normal year-▇▇▇▇▇ Act, including end audit adjustments) in each case, the rules and regulations thereunder.
(c) From January 1, 2010 case in accordance with generally accepted accounting principles applicable to the date hereofparticular entity consistently applied throughout the periods involved, except as may be noted therein. The consolidated financial statements included or to be included in the Parent has been in compliance in all material respects with (i) SEC Reports are hereinafter sometimes collectively referred to as the applicable rules and regulations of FINRA in respect of which the "Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Financial Statements."
Appears in 1 contract
Sources: Merger Agreement (Elinear Inc)
SEC Reports. (a) The Parent 1st Constitution has filed on a timely basis all reports, schedules, registration statements, forms, schedules prospectuses and other documents documents, together with amendments thereto, required to be filed by it with the SECSEC since December 31, 2009 (the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof“1st Constitution Reports”). No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations As of the Parent or any their respective dates of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to or, if amended or superseded by a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC subsequent filing prior to the date hereof: (i) , as of the Parent’s Annual date of such subsequent filing), the 1st Constitution Reports on Forms 10-Kcomplied, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating each 1st Constitution Report filed subsequent to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, date hereof and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this AgreementEffective Time will comply, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act, as the case may be, and, to the extent then applicable”), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActAct of 2002 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and did not or will not, including as the case may be, 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 therein, in each caselight of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the rules and regulations thereunder.
(cSEC with respect to any of the 1st Constitution Reports. None of 1st Constitution’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) From January 1, 2010 of the Exchange Act. No executive officer of 1st Constitution has failed in any respect to make the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations certifications required of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available Act of 2002 and to the Company trueKnowledge of 1st Constitution no enforcement action has been initiated against 1st Constitution or its officers or directors by the SEC relating to disclosures contained in any 1st Constitution Report.
(b) The records, correct systems, controls, data and complete copies information of 1st Constitution and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of 1st Constitution or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a materially adverse effect on the system of internal accounting controls described in the following sentence. 1st Constitution and its Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. 1st Constitution has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information relating to 1st Constitution and its Subsidiaries is made known to the management of 1st Constitution by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the 1st Constitution Reports. Management of 1st Constitution has disclosed, based on its most recent evaluation prior to the date hereof, to 1st Constitution’s auditors and the audit committee of 1st Constitution’s Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect RFH’s ability to record, process, summarize and report financial data and have identified for 1st Constitution’s auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in 1st Constitution’s internal controls.
(c) Except as set forth in Section 3.6 4.7(c) of the Parent 1st Constitution Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB Schedule, since January 1, 2010, and (B) all correspondence between neither 1st Constitution nor any of its Subsidiaries nor, to the Parent and FINRA since January 1Knowledge of 1st Constitution, 2010any member of 1st Constitution’s Board of Directors or executive officer of 1st Constitution or any of its Subsidiaries, has received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of 1st Constitution or any of its Subsidiaries or their respective internal accounting controls.
Appears in 1 contract
SEC Reports. The Purchaser has furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Report on Form 10-K for the fiscal years ended December 31, 2014, and 2013, as filed with the SEC, which contained audited balance sheets of the Purchaser as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇) all other reports filed by the Purchaser under Section 13 or subsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “Purchaser SEC Reports”). The Parent has filed on a timely basis Purchaser SEC Reports constitute all reports, registration statements, forms, schedules and other of the documents required to be filed or furnished by it the Purchaser with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated including under Section 13 or has pending any Proceeding subsections (a) or investigation into the business, disclosures or operations (c) of Section 14 of the Parent or any of its subsidiaries. There is no unresolved or threatened commentExchange Act, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies . The Purchaser SEC Reports have complied and remain compliant in the form filed all material respects with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all requirements of the following that have been filed with Exchange Act and the SEC prior to rules and regulations thereunder when filed. As of the date hereof: (i) , there are no outstanding or unresolved comments in comment letters received from the Parent’s Annual Reports on Forms 10-Kstaff of the SEC with respect to any of the Purchaser SEC Reports. As of their respective dates, (ii) the Parent’s Quarterly Reports on Forms 10-QPurchaser SEC Reports, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual including any financial statements, schedules or special) heldexhibits included or incorporated by reference therein, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-Kdid not contain, and (v) all other formsthey currently do not contain, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As None of their respective datesthe Purchaser Subsidiaries is required to file or furnish any forms, all Parent Reports complied as to form in all material respects reports or other documents with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderSEC.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ds Healthcare Group, Inc.)
SEC Reports. (a) The Parent NeoStem has filed on a timely basis all reports, registration statements, forms, schedules reports and other documents required to be filed by it with the SECSEC since December 31, 2007 (the OTC BB and any other Governmental Entity “NeoStem Audit Date”) (including, without limitation, NeoStem’s Annual Report on Form 10-K for the period from January 1year ended December 31, 2010 2007 filed with the SEC on March 28, 2008, as amended by Amendment No. 1 to the date hereof. No Governmental Entity has initiated Annual Report on Form 10-K/A filed with the SEC on April 29, 2008, and NeoStem’s Quarterly Report on Forms 10-Q for the quarters ended March 31 and June 30, 2008 and all certifications and statements required by Rule 13a-14 or has pending any Proceeding 15d-14 under the Exchange Act or investigation into the business, disclosures or operations 18 U.S.C. §1350 (Section 906 of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity SOX) with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-Kor Proxy Statements, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K), pursuant to the federal securities laws and the SEC’s rules and regulations thereunder, and SOX and all rules and regulations thereunder (v) collectively, and together with all other forms, reports, registration statements reports and other documents filed by the Parent NeoStem with the SEC (the formsafter December 31, reports2007, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectivelyincluding any amendments thereto, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent NeoStem SEC Reports”).
(b) No Parent Report . Except as set forth in Section 4.10 of the NeoStem Disclosure Statement, NeoStem SEC Reports were or communicationwill, at as applicable, be prepared in accordance with the time filedrequirements of the Securities Act and the Exchange Act, furnished or communicated (and, in as the case of registration statements and proxy and/or information statementsmay be, on the dates of effectiveness and the dates rules and regulations thereunder. As of the relevant meetingstheir respective dates, respectively)none of NeoStem SEC Reports, including, without limitation, any financial statements or schedules included therein, contained or will contain, as applicable, any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were or are made, as applicable, made, not misleading. As No Subsidiary of their respective datesNeoStem is or has been required to file any form, all Parent Reports complied as to form in all material respects report, registration statement or other document with the requirements of the Securities Act SEC. -31- 4.11 Disclosure Controls and Procedures. NeoStem maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, as the case may be, and, . Such controls and procedures are effective to ensure that all material information concerning NeoStem and its Subsidiaries is made known on a timely basis to the extent then applicableindividuals responsible for the preparation of NeoStem’s filings with the SEC and other public disclosure documents. As used in this Section 4.11, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actterm “file” shall be broadly construed to include any manner in which a document or information is furnished, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has supplied or otherwise made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.SEC. 4.12
Appears in 1 contract
Sources: Merger Agreement
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statementsschedules, forms, schedules statements and other documents required to be filed by it with under the SECExchange Act, the OTC BB and any other Governmental Entity for the period from January 1including without limitation pursuant to Section 13(a) or 15(d) thereof, 2010 to since July 24, 2023 through the date hereof. No Governmental Entity has initiated hereof on a timely basis or has pending received a valid extension of such time of filing and has filed any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System such SEC Reports (“▇▇▇▇▇”as defined below) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text expiration of any document filed subject to such extension. As of its respective filing date, (or, if amended or superseded by a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC filing prior to the date hereof: , on the date of such filing), the reports of the Company filed with the Securities and Exchange Commission (ithe “SEC”) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating pursuant to the Parent’s meetings Exchange Act from July 24, 2023 through the date of stockholders this Agreement (whether annual or specialincluding the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) complied in all other forms, reports, registration statements and other documents filed by the Parent material respects with the SEC applicable requirements of the Securities Act of 1933, as amended (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv“Securities Act”) and the Exchange Act. As of its filing date (v) aboveor, whether if amended or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days superseded by a filing prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statementshereof, on the dates date of effectiveness and the dates of the relevant meetings, respectivelysuch filing), contained each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the requirements published rules and regulations of the Securities Act SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Exchange Actnotes thereto, as or (ii) in the case may be, andof unaudited interim statements, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules they may not include footnotes or may be condensed or summary statements) and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance fairly present in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions consolidated financial position of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 its consolidated subsidiaries as of the Parent Disclosure Schedule lists (A) all correspondence between the Parent dates thereof and the OTCBB since January 1consolidated results of their operations and cash flows for the periods then ended (subject, 2010in the case of unaudited statements, and (B) all correspondence between the Parent and FINRA since January 1, 2010to normal year-end audit adjustments).
Appears in 1 contract
SEC Reports. (a) The Parent Ocal has filed on a timely basis all reportsdelivered or made available to T&B each registration statement, registration statementsreport, forms, schedules and other documents required to be filed proxy statement or information statement prepared by it since December 31, 1997 (the "AUDIT DATE"), including (i) Ocal's Annual Report on Form 10-K for the year ended December 31, 1997 and (ii) Ocal's Quarterly Reports on Form 10-Q for the periods ended March 31, 1998, and June 30, 1998, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, the OTC BB and including any other Governmental Entity for the period from January 1, 2010 such reports filed subsequent to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to "OCAL REPORTS"). As of their respective dates, the Company copies in the form Ocal Reports did not, and any Ocal Reports filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior subsequent to the date hereof: (i) the Parent’s Annual Reports on Forms 10-Khereof will not, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements Each of the Securities Act consolidated balance sheets included in or incorporated by reference into the Exchange ActOcal Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Ocal and its Subsidiaries as of its date and each of the consolidated statements of income, shareholders' equity and cash flows included in or incorporated by reference into the Ocal Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, as the case may be, andof Ocal and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to the extent then applicable, the ▇▇▇▇▇▇▇▇notes and normal year-▇▇▇▇▇ Act, including end adjustments) in each casecase in accordance with Generally Accepted Accounting Principles consistently applied during the periods involved, the rules and regulations thereunderexcept as may be noted therein.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
Sources: Merger Agreement (Ocal Inc)
SEC Reports. SCHWAB has previously made available to UST accurate and complete copies of the SCHWAB Annual Reports on Form 10-K for the fiscal years ended December 31, 1997 and December 31, 1998 (athe "SCHWAB Form 10-K's") The Parent filed with the SEC under the Exchange Act and the SCHWAB Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 ("SCHWAB Form 10-Q"), filed with the SEC under the Exchange Act (collectively, the "SCHWAB Reports"). Since January 1, 1997, SCHWAB and each SCHWAB Subsidiary has timely filed on a timely basis all reports, registration statements, forms, schedules reports and other documents required to be filed by it them under the Securities Act and the Exchange Act, and, as of their respective dates, all such reports complied in all material respects with the SEC, the OTC BB published rules and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations regulations of the Parent or any SEC with respect thereto. The consolidated balance sheets of SCHWAB and its subsidiaries. There is no unresolved or threatened commentSubsidiaries as of December 31, exception or stop order 1997 and December 31, 1998, inclusive, as reported in the Form 10-K's, accompanied by any Governmental Entity the audit report of Deloitte & Touche LLP, independent public accountants with respect to SCHWAB, and the unaudited consolidated balance sheet of SCHWAB and its Subsidiaries as of September 30, 1999, and the related unaudited consolidated statements of income, changes in stockholders' equity and cash flows for the nine months ended September 30, 1999, as reported in the SCHWAB Form 10- Q do, and any filing financial statements filed by SCHWAB with the Parent or any of its subsidiaries, relating to any examinations or inspections of SEC under the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to Exchange Act after the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC Agreement (including the full text related notes, where applicable) will, fairly present in all material respects (including the related notes, where applicable) the consolidated financial position and results of any document filed subject to a request operations and changes in stockholders' equity and cash flows of SCHWAB and its Subsidiaries for confidential treatment the respective fiscal periods or as an exhibit to such filing) all of the following that have been filed respective dates therein set forth; each of such statements (including the related notes, where applicable) comply or will comply with applicable accounting requirements and with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy published rules and information statements relating to the Parent’s meetings regulations of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC with respect thereto; and each of such statements (including the formsrelated notes, reportswhere applicable) has been and will be prepared in accordance with GAAP consistently applied during the periods involved, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, except in the case of registration unaudited financial statements for the absence of certain footnotes and proxy and/or information statementsschedules. The books and records of SCHWAB and its Subsidiaries have been, on the dates of effectiveness and the dates are being, maintained in accordance with applicable legal and accounting requirements in all material respects. As of the relevant meetingsdate of filing or mailing, respectively)as the case may be, no SCHWAB Report contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, misleading (except to the extent then applicablecorrected in a subsequent filed registration statement, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Actprospectus, including in each casereport, the rules and regulations thereunderschedule, proxy statement or communication).
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
SEC Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) The Parent has filed on a timely basis all reportsof the Exchange Act, registration statementsto the extent permitted by the Exchange Act, forms, schedules and other documents required to be filed by it the Company will file with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 make available to the Trustee and the registered Holders, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act with respect to U.S. issuers within the time periods specified therein or in the relevant forms. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. The Company shall also comply with the other provisions of TIA § 314(a). If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and the aggregate amount of net assets of all such Unrestricted Subsidiaries exceeds the greater of $10.0 million and 0.5% of Adjusted Consolidated Net Tangible Assets determined as of the filing date hereof. No Governmental Entity has initiated of any quarterly or has pending any Proceeding annual report required by the immediately preceding paragraph, then the quarterly and annual financial information required by the immediately preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or investigation into in the businessfootnotes to the financial statements and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, disclosures or of the financial condition and results of operations of the Parent or Company and its Restricted Subsidiaries. The Company and the Subsidiary Guarantors will make available to Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act at any time the Notes are not freely transferable under the Securities Act. For purposes of its subsidiaries. There is no unresolved or threatened commentthis Section 3.2, exception or stop order by any Governmental Entity with respect the Company and the Subsidiary Guarantors will be deemed to any filing by have furnished the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect reports to the business, operations, policies or procedures of Trustee and the Parent or any of its subsidiaries. Except to Holders as required by this Section 3.2 if they have filed such reports with the extent available in full without redaction on SEC via the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to and such reports are publicly available. In the date event that any direct or indirect parent company of this Agreementthe Company becomes a guarantor of the Notes, the Parent has made available Company may satisfy its obligations under this Section 3.2 by furnishing financial information relating to such parent; provided that (a) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and the Subsidiaries of the Company copies that are not Subsidiary Guarantors in the form filed with manner prescribed by the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or communicationindirectly, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light Capital Stock of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunderCompany.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010.
Appears in 1 contract
Sources: Indenture (Cimarex Energy Co)
SEC Reports. (a) The Parent XRG has filed on a timely basis all required reports, registration statementsschedules, forms, schedules statements, and other documents required to be with the Securities and Exchange Commission (the "SEC"). In particular, but without limitation of the generality of the foregoing, XRG has filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has heretofore made available to the Company Sellers, true and complete copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports XRG's most recent annual report on Forms Form 10-KKSB, (ii) the Parent’s Quarterly Reports most recent quarterly report on Forms Form 10-QQSB, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on most recent Form 8-K, and (v) all other forms, K. These reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained a) did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports and (b) complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933 and the Securities Exchange ActAct of 1934, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA the SEC thereunder. No independent auditors' report included with the audited financial statements of XRG included in respect the SEC reports referenced above (the "Audited Financial Statements") has been revoked or qualified in any manner since its date. XRG has not, since March 31, 2003, made any material change in the accounting practices or policies applied in the preparation of which the Parent Common Stock Audited Financial Statements. The books and records of XRG have been, and are being, maintained in all material respects in accordance with GAAP. The management of XRG has (i) designed disclosure controls and procedures to ensure that material information relating to XRG, including its consolidated subsidiaries, is qualified for quotation and trading on made known to the OTCBB, management of XRG by others within XRG and (ii) has disclosed, based on its most recent evaluation, to XRG's auditors and the applicable provisions audit committee of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists Board (A) all correspondence between significant deficiencies in the Parent design or operation of internal controls which could adversely affect XRG's ability to record, process, summarize and the OTCBB since January 1, 2010, report financial data and have identified for XRG's auditors any material weaknesses in internal controls and (B) all correspondence between the Parent and FINRA since January 1any fraud, 2010whether or not material, that involves management or other employees who have a significant role in XRG's internal controls.
Appears in 1 contract
Sources: Merger Agreement (XRG Inc)
SEC Reports. (a) The Parent Since its initial public offering in December 1997, the Company has timely filed on a timely basis with the SEC all reports, filings and registration statements, forms, schedules and other documents statements required to be filed by it with as a foreign private issuer listed on the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 Nasdaq National Market pursuant to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis federal securities laws and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed all other filings with the SEC required to be made therewith (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed collectively and together with the SEC prior to the date hereof: (i) the Parent’s Annual Reports Company's Registration Statement on Forms 10-KForm F-1, (ii) the Parent’s Quarterly Reports Company's Registration Statement on Forms 10Form F-3 (SEC File No. 333-Q11684), (iii) all proxy and information statements relating submitted to the Parent’s meetings of stockholders (whether annual or special) held▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through (▇▇▇▇▇ at least two business days prior ) the Company's draft registration statement on Form F-3, confidentially submitted to the date of this AgreementSEC on April 19, 2000 and (iv) the Company's Form 20-F, submitted to the SEC on June 26, 2000, the “Filed Parent Reports”"SEC Filings").
. Each of the SEC Filings did not (b) No Parent Report as of their respective effective dates, or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statementsthe draft Form F-3 submitted to the SEC on April 19, on the dates of effectiveness 2000 and the dates Form 20-F, as of the relevant meetings, respectively), contained its filing date) contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form was in compliance in all material respects with the requirements of the Securities Act or the Exchange Act, its respective report form and as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to of the date hereof, hereof there is no fact or facts not disclosed in the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available SEC Filings that relate specifically to the Company trueand its Subsidiaries and that could, correct individually or in the aggregate, have a Material Adverse Effect. The Company has fully complied with the Israeli Securities Law of 1968 and complete copies with the applicable term of any exemption granted thereunder, including the timely filing of all reports, filings, proxy materials and Section 3.6 registration statements required to be filed by it under Israeli Law. The Company acknowledges that the Purchasers are relying in part on the SEC Filings with respect to their purchase of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Notes pursuant to this Agreement.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Shamrock Holdings of California Inc)
SEC Reports. The Company has previously made available to the Purchaser true and complete copies of its (ai) The Parent has Annual Report on Form 10-K for its fiscal year ended December 31, 2004, (ii) Proxy Statement for the 2005 Annual Meeting of Stockholders filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇ ▇”) two days prior to the date of this Agreement▇, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K▇▇▇▇, (ii▇▇▇) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-KK filed on January 5, 2005, January 19, 2005, January 28, 2005, February 1, 2005, February 17, 2005, March 8, 2005, March 21, 2005 and April 1, 2005 and (viv) all any other forms, reports, reports or registration statements and other documents filed by the Parent Company with the SEC Commission since January 1, 2005, except for preliminary material, which are all the documents that the Company was required to file since that date (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent SEC Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent the SEC Reports complied as to form in all material respects with the requirements of the Securities Exchange Act or of 1934, as amended (the “Exchange Act”), as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, and the rules and regulations thereunder.
(c) From January 1, 2010 of the Commission thereunder applicable to the date hereofsuch SEC Reports. As of their respective dates, the Parent has been SEC Reports, when read together with previously filed SEC Reports, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in compliance light of the circumstances under which they were made, not misleading, except as updated, corrected or superseded by subsequently filed SEC Reports. Except as may be indicated therein or in the notes thereto, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports comply as to form in all material respects with (i) applicable accounting requirements and with the applicable published rules and regulations of FINRA the Commission with respect thereto, have been prepared in respect of which accordance with generally accepted accounting principles applied on a consistent basis throughout the Parent Common Stock is qualified for quotation periods covered thereby and trading on fairly present in all material respects the OTCBB, and (ii) the applicable provisions financial condition of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to Company as of the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company truefor the period indicated. Since December 31, correct and complete copies of and Section 3.6 2004, there has been no change in the assets, liabilities, financial condition, operating results or business of the Parent Company and its Subsidiaries, taken as a whole, from that reflected in the audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC reports, except as set forth in the Disclosure Schedule lists (A) all correspondence between or changes in the Parent ordinary course of business that have not had and would not reasonably be expected to have, individually or in the OTCBB since January 1aggregate, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010a Material Adverse Effect.
Appears in 1 contract
SEC Reports. (a) The Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereofSeller Financial Statements. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent Seller has made available to Purchaser or its counsel through E▇▇▇▇ a true and complete copy of each statement, report, registration statement (with the Company copies prospectus in the form filed with the SEC (including the full text of any document filed subject pursuant to a request for confidential treatment or as an exhibit to such filingRule 424(b) all of the following that have been Securities Act), definitive proxy statement, and other filing filed with the SEC by Seller since January 1, 2000, and, prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-KClosing, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating Seller will have made available to the Parent’s meetings of stockholders (whether annual Purchaser or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available its counsel through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇E▇▇▇▇ at least two business days true and complete copies of any additional documents filed with the SEC by Seller prior to the date of this AgreementClosing Date (collectively, the “Filed Parent Reports”"Seller SEC Documents").
(b) No Parent Report or communication. As of their respective filing dates, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates none of the relevant meetings, respectively), Seller SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Seller SEC Document prior to the date hereof. As The financial statements of their respective datesSeller, all Parent Reports including the notes thereto, included in the Seller SEC Documents (the "Seller Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA in the SEC with respect thereto as of which the Parent Common Stock is qualified for quotation and trading on the OTCBBtheir respective dates, and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent throughout the periods indicated and consistent with each other (ii) except as may be indicated in the applicable provisions notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActSEC). The Parent Seller Financial Statements fairly present the consolidated financial condition and operating results of Seller and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). There has made available been no change in Seller's accounting policies except as described in the notes to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Seller Financial Statements.
Appears in 1 contract
Sources: Asset Purchase Agreement (Applied Microsystems Corp /Wa/)
SEC Reports. (ai) The Parent Company has timely filed on a timely basis all reports, registration statements, forms, schedules reports and other documents required to be filed by it with the SECCommission. All such required forms, reports and documents are referred to in this Agreement as the OTC BB and any other Governmental Entity for the period from January 1“SEC Reports.” As of their respective filing dates, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations each of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity SEC Reports (i) complied in all material respects with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections requirements of the Parent or any Securities Act, and the Securities Exchange Act of its subsidiaries. There have been no formal inquiries by1934, or disagreements or disputes withas amended (the “Exchange Act”), any Governmental Entity with respect to and the business, operations, policies or procedures rules and regulations of the Parent Commission thereunder applicable to such SEC Reports and (ii) did not at the time they were filed, declared effective or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gatheringmailed, Analysis and Retrieval System as applicable (“▇▇▇▇▇”) two days or if subsequently amended or superseded by a filing prior to the date of this AgreementEffective Date, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports then on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectivelysuch subsequent filing), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleading. As of their respective datesthe Effective Date, all Parent Reports complied there are no outstanding or unresolved comments in comment letters received from the Commission or its staff.
(ii) The financial statements of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in its quarterly reports on Form 10-Q for the quarterly periods ended September 30, 2019, June 30, 2019 and March 31, 2019 comply as to form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the Commission with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (cexcept as may be indicated in the notes thereto) From January 1, 2010 to the date hereof, the Parent has been in compliance and fairly present in all material respects with the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended. Except (i) as set forth in the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and SEC Reports or (ii) for liabilities incurred in the applicable provisions ordinary course of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to business consistent with past practice since September 30, 2019, the Company truehas no material liabilities, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1whether absolute or accrued, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010contingent or otherwise.
Appears in 1 contract
Sources: Share Purchase Agreement (Molecular Templates, Inc.)
SEC Reports. Service’s Annual Reports on Form 10-K for the fiscal years ended June 30, 2008, as amended, June 30, 2007 and June 30, 2006 and all other reports (a) The Parent has filed including reports on a timely basis all reportsForm 10-Q and Form 8-K), registration statements, forms, schedules and other documents required definitive proxy statements or information statements filed or to be filed by it subsequent to June 30, 2006 with the SECSEC (collectively, the OTC BB and any other Governmental Entity for the period from January 1“Service SEC Documents”), 2010 to as of the date hereof. No Governmental Entity has initiated filed or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis be filed and Retrieval System (“▇▇▇▇▇”) two days as amended prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual complied or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as to form shall comply in all material respects as to form with the applicable requirements of under the Securities Act or the Exchange Act, as the case may be, andand (ii) did not and shall not 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 therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date, and (iii) each of the balance sheets contained in or incorporated by reference into any such Service SEC Document (including the related notes and schedules thereto) fairly presents, or shall fairly present, the consolidated financial position of Service MHC, Service and its Subsidiaries as of its date, and (iv) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Service SEC Documents (including any related notes and schedules thereto) fairly presents, or shall fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of Service MHC, Service and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal fiscal year-end adjustments). Each of the extent then applicableconsolidated financial statements of Service MHC, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActService and its Subsidiaries, including including, in each case, the rules notes thereto, contained in the Service SEC Documents comply, and regulations thereunder.
(c) From January 1, 2010 the financial statements to be filed with the SEC by Service after the date hereofof this Agreement shall comply, with applicable accounting requirements and with the Parent has been in compliance in all material respects with (i) the applicable published rules and regulations of FINRA in the SEC with respect thereto. The books and records of which the Parent Common Stock is qualified for quotation Service MHC, Service and trading on the OTCBBits Subsidiaries have been, and (ii) the are being, maintained in accordance with GAAP and applicable provisions legal and regulatory requirements and reflect only actual transactions. Each of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company truebalance sheets contained in or incorporated by reference into any Service SEC Document, correct and complete copies of and Section 3.6 each of the Parent Disclosure Schedule lists (A) all correspondence between the Parent statements of income and the OTCBB since January 1, 2010changes in shareholders’ equity and cash flows or equivalent statements in such Service SEC Document has been prepared from, and (B) all correspondence between is in accordance with, the Parent books and FINRA since January 1records of Service and its Subsidiaries. None of Service’s Subsidiaries is required to file any form, 2010report or other document with the SEC.
Appears in 1 contract
SEC Reports. (a) The Parent Since April 1, 2001, the Company has filed on in a timely basis manner with the Securities and Exchange Commission (the “SEC”) all reports, registration statements, forms, schedules and other documents reports (“SEC Reports”) required to be filed by it with under the SECSecurities Exchange Act of 1934, as amended (the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof“Exchange Act”). No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations All of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent Company comply in all material respects with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates requirements of the relevant meetingsExchange Act. None of the SEC Reports contains, respectively)as of the respective dates thereof, contained any untrue statement of a material fact or omitted omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, therein not misleading in light of the circumstances in under which they were made, not misleading. As of their respective dates, all Parent All financial statements contained in the SEC Reports complied as to form have been prepared in all material respects accordance with generally accepted accounting principles consistently applied throughout the period indicated (“GAAP”). Each balance sheet is in accordance with the requirements books and records of the Securities Act or Company and presents fairly in accordance with GAAP the Exchange Actfinancial position of the Company as of the date of such balance sheet, as and each statement of operations, of stockholders’ equity and of cash flows is in accordance with the case may bebooks and records of the Company and presents fairly in accordance with GAAP the results of operations, and, the stockholders’ equity and the cash flows of the Company for the periods then ended.
(b) The Company has delivered to the extent then applicablePurchasers the following SEC Reports:
(i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (without exhibits); and
(ii) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, Company’s Proxy Statement for the rules and regulations thereunder2002 Annual Meeting of Stockholders.
(c) From January 1, 2010 to the date hereof, the Parent No event has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB occurred since January 1, 20102002, requiring the filing of an SEC Report that has not heretofore been filed and furnished to the Purchasers (B) all correspondence between the Parent and FINRA since January 1including, 2010without limitation, any amendment to any such SEC Report).
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (Onyx Pharmaceuticals Inc)
SEC Reports. (a) The Parent has filed on a timely basis As of their respective filing dates, all annual, quarterly or current reports, registration statements, forms, schedules and other documents required to be filed by it with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements forms and other documents filed by the Parent with the SEC since January 1, 2004 (the forms, such reports, registration statements and other documents referred to in clauses as amended “Parent SEC Reports”) (i)) were prepared in accordance in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, (ii)) as the same may have been amended, (iii), (iv) and (v) above, whether or did not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances in under which they were made, not misleadingmisleading and (iii) were all the forms, reports and other documents required to be filed under the Securities Act and Exchange Act. As No Subsidiary of their respective datesParent is or has been required to file any form, all report, registration statement or other document with the SEC. The consolidated financial statements contained in Parent SEC Reports (in the forms reflected in any amendments to such Parent SEC Reports): (a) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, to the extent then applicable, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each case, the published rules and regulations thereunder.
of the SEC applicable thereto; (b) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments; and (c) From January 1, 2010 to the date hereof, the Parent has been in compliance fairly present in all material respects with the consolidated financial position of Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Parent and its subsidiaries for the periods covered thereby. All financial statements (iincluding any related notes) contained in Parent SEC Reports filed after the applicable rules date hereof and regulations until the earlier of FINRA the Closing or the date set forth in respect of which Section 8.1(b) shall meet the Parent Common Stock is qualified for quotation and trading on the OTCBBconditions set forth in clauses (a), (b) and (iic) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to the Company true, correct and complete copies of and this Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 20103.6.
Appears in 1 contract
Sources: Share Exchange Agreement (Cellegy Pharmaceuticals Inc)
SEC Reports. (a) The Parent Company has furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal years ended December 31, 2015, 2014 and 2013, as filed with the Securities and Exchange Commission (the “SEC”), which contained audited balance sheets of the Company as of December 31, 2015, 2014 and 2013, and the related statements of operations, stockholders’ deficiency and cash flows for the years then ended; (b) Quarterly Report on a timely basis Form 10-Q for the quarterly period ended March 31, 2016; and (c) all reportsother reports filed by the Company under Section 13, registration statementssubsections (a) or (c) of Section 14, formsor Section 15(d) of the Securities Exchange Act of 1934, schedules and other as amended (the “Exchange Act”), with the SEC (such reports are collectively referred to herein as the “Company Reports”). The Company Reports constitute all of the documents required to be filed or furnished by it the Company with the SEC, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated including under Section 13 or has pending any Proceeding subsections (a) or investigation into the business, disclosures or operations (c) of Section 14 of the Parent or any of its subsidiaries. There is no unresolved or threatened commentExchange Act, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the . The Company copies Reports complied in the form filed all material respects with the SEC (including the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all requirements of the following that have been filed with Exchange Act and the SEC prior to rules and regulations thereunder when filed. As of the date hereof: (i) , there are no outstanding or unresolved comments in comment letters received from the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings staff of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (with respect to any of the formsCompany Reports. Except as set forth on Section 3.6(a) of the Company Disclosure Schedule, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectivelyas of their respective dates, the “Parent Company Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information including any financial statements, on the dates of effectiveness and the dates of the relevant meetingsschedules or exhibits included or incorporated by reference therein, respectively), contained did not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading.
(b) Except as set forth in the Company Reports, the Company has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (“GAAP”), (ii) that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
(c) Except as set forth in the Company Reports, the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. As The Company has disclosed, based on its most recent evaluation of their respective datessuch disclosure controls and procedures prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors of the Company (if any) and on Section 3.6(c) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement.
(d) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all Parent Reports complied as certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to form the Company Reports, and the statements contained in such certifications are true and accurate in all material respects with respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the requirements of the Securities Act or the Exchange Act, as the case may be, and, meanings given to the extent then applicable, such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including . The Company does not have outstanding (nor has it arranged or modified since the enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or executive officers (as defined in each case, Rule 3b-7 under the rules and regulations thereunder.
(cExchange Act) From January 1, 2010 to of the date hereof, the Parent has been Company. The Company is otherwise in compliance in with all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available , except for any non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company true, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, and (B) all correspondence between the Parent and FINRA since January 1, 2010Material Adverse Effect.
Appears in 1 contract
SEC Reports. (a) The Parent As of each of the Effective Date and the Closing Date, the Company has filed on a timely basis all reports, registration statements, forms, schedules reports and other documents required to be filed by it the Company with the Securities and Exchange Commission (the "SEC") as of such dates ("SEC Reports"). As of their respective dates, the OTC BB and any other Governmental Entity for the period from all of such SEC Reports filed since January 1, 2010 to 2002 (as such documents have since the date hereof. No Governmental Entity has initiated time of their filing been amended or has pending any Proceeding or investigation into supplemented, the business, disclosures or operations "Recent SEC Reports") complied in all material respects with the requirements of the Parent or any of its subsidiaries. There is no unresolved or threatened commentSecurities Act and the Exchange Act, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiariesas applicable, relating to any examinations or inspections and none of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent has made available to the Company copies in the form filed with the Recent SEC Reports (including the full text all financial statements included therein and all exhibits and schedules thereto and documents incorporated by reference therein) contained (as of any document filed subject to a request for confidential treatment or as an exhibit to such filingtheir respective filing dates) all of the following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, therein in light of the circumstances in under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by any subsequent filings. As of their respective dates, all Parent Reports complied as to form The Financial Statements comply in all material respects with the requirements rules and regulations of the Securities Act or SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.
(b) As of the date hereof, none of the Company's Subsidiaries is a reporting company under the Exchange Act, as and none is required to file any regular and periodic filings, notices, forms, reports, or statements with the case may be, and, to the extent then applicableUnited States Department of Justice, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including in each caseFederal Trade Commission, the rules and regulations thereunderNASD or the SEC.
(c) From To the best of the Company's knowledge (as such term is defined in Section 9.20 below), except as disclosed in SEC Reports, or as contemplated by or disclosed in this Agreement, since January 131, 2010 to 2002 (or, in the date hereofcase of (vi) below, since October 18, 2002), the Parent Company's business has been conducted in compliance in all material respects with the ordinary course and there has not been any:
(i) event, situation or occurrence that individually or in the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading aggregate has had a Material Adverse Effect on the OTCBB, and Company;
(ii) amendment to the applicable provisions Company's or any of the ▇▇▇▇▇▇▇▇Company's Subsidiaries' charter, bylaws or other organizational documents;
(iii) sale, assignment, disposition, transfer, pledge, mortgage or lease of any material portion of the assets primarily used in the Company's business taken as a whole, other than to a wholly-▇▇▇▇▇ Act. The Parent has owned subsidiary of the Company or in the ordinary course of business;
(iv) incurrence of any material indebtedness, other than that arising in the ordinary course of business, consistent with past practice;
(v) increase in the compensation or fringe benefits payable or to become payable to any executive officer of the Company, other than routine increases made available in the ordinary course of business and consistent with past practice or as required by law or under any existing agreements heretofore disclosed to Sweet;
(vi) amendment, alteration or modification in the terms of any currently outstanding options, warrants or other rights to purchase any capital stock or equity interest in the Company or any securities convertible into or exchangeable for such capital stock or equity interest, including without limitation any reduction in the exercise or conversion price of any such rights or securities, any change to the vesting or acceleration terms of any such rights or securities, or any change to the terms relating to the grant of any such rights or securities;
(vii) declaration or payment of any dividend or other distribution, or the transfer of any assets, by the Company true, correct and complete copies of and Section 3.6 to any stockholders of the Parent Disclosure Schedule lists Company with respect to the Common Stock, or any redemption, repurchase or other acquisition by the Company of its capital stock, except in the ordinary course of business;
(Aviii) all correspondence between change by the Parent and Company in any of its significant accounting principles, methods or practices;
(ix) material closure, shut down or other elimination of any of the OTCBB since January 1Company's offices, 2010franchises or any other change in the character of its business, and properties or assets, except for closures, shut downs, or other eliminations or changes that have not had a Material Adverse Effect on the Company;
(Bx) all correspondence between loan or advance to or other such agreement with any of its stockholders, officers, directors, employees, agents, consultants or other representatives, except in the Parent and FINRA since January 1ordinary course of business, 2010consistent with past practice;
(xi) damage, destruction or loss with respect to any of the properties or assets of the Company that would reasonably be expected to have a Material Adverse Effect on the Company; or
(xii) agreement to do, cause or suffer any of the foregoing.
Appears in 1 contract
SEC Reports. (a) The Parent Company has filed on a timely basis all reports, registration statements, required forms, schedules reports and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since February 28, the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof1997. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the Parent or any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the business, operations, policies or procedures of the Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”) two days prior to the date of this Agreement, the Parent The Company has made available to the Company copies Gaming, in the form filed with the SEC SEC, the Company's (including i) Quarterly Reports on Form 10-Q filed by the full text of any document filed subject to a request for confidential treatment or as an exhibit to such filing) all of the following that have been filed Company with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-Ksince February 28, 1997 and (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, K and (v) all other forms, reports, registration statements and other documents filed by the Parent Company with the SEC since February 28, 1997 (collectively and as amended as required, the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the forms, reports, registration statements and other documents referred to in clauses (i"Securities Act"), (ii)and the Exchange Act, (iii), (iv) and (v) above, whether or not available through ▇▇▇▇▇, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available each as in full without redaction through ▇▇▇▇▇ at least two business days prior to the date of this Agreement, the “Filed Parent Reports”).
(b) No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, effect on the dates such SEC Reports were filed. As of effectiveness and the dates their respective dates, none of the relevant meetingsSEC Reports, respectively)including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in under which they were made, not misleading. As No subsidiary of their respective datesthe Company is required, all Parent as of the date hereof, to file any form, report, or other document with the SEC under Section 12 of the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports complied as to form fairly present in all material respects respects, in conformity with GAAP (as defined in Section 7.12 of this Agreement) applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company has heretofore made available or promptly will make available to Gaming a complete and correct copy of any amendments or modifications, which are required to be filed with the requirements of SEC but have not yet been filed with the Securities Act or the Exchange Act, as the case may be, andSEC, to the extent then applicableSEC Reports.
(b) Except as set forth in Schedule 2.7(b) hereto, the ▇▇▇▇▇▇▇▇Company and its subsidiaries have no liabilities of any nature (whether accrued, absolute, contingent or otherwise), except for (i) liabilities set forth in the audited balance sheet of the Company dated March 31, 1997 or on the notes thereto, contained in the Company's Quarterly Report on Form 10-Q for the quarterly period ended ▇▇▇▇▇ Act▇▇, including in each case, the rules and regulations thereunder.
(c) From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the ▇▇▇▇, (▇▇▇▇-▇▇▇▇▇ Act. The Parent has made available to ) liabilities incurred in the Company trueordinary course of business consistent with past practice since March 31, correct and complete copies of and Section 3.6 of the Parent Disclosure Schedule lists (A) all correspondence between the Parent and the OTCBB since January 1, 2010, 1997 and (Biii) all correspondence between liabilities which would not, individually or in the Parent and FINRA since January 1aggregate, 2010have a Company Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement (Elsinore Corp)