SEC DOCUMENTS; DISCLOSURE Clause Samples
The "SEC Documents; Disclosure" clause requires a party, typically a company, to provide access to documents and information that have been filed with the U.S. Securities and Exchange Commission (SEC). This includes annual and quarterly reports, registration statements, and other filings that may be relevant to the transaction or relationship at hand. By mandating the sharing or disclosure of these documents, the clause ensures that the other party has sufficient information to assess the company's financial condition, compliance status, and any material risks, thereby promoting transparency and informed decision-making.
SEC DOCUMENTS; DISCLOSURE. Except as set forth on Schedule 4.5, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) 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 Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of 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). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes co...
SEC DOCUMENTS; DISCLOSURE. The Company and/or its affiliates will file (a) a Registration Statement on Form F-4, and (b) all other reports, schedules, forms, statements and other documents required to be filed by the Company or its affiliates under the Securities Act and the Exchange Act, including pursuant to Section 13(a) thereof, for the one (1) year preceding the Execution Date (or such shorter period as the Company or its Subsidiaries were 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 Documents”).
SEC DOCUMENTS; DISCLOSURE. The Registration Statement on Form S-4 of MYOS filed with the Commission on September 2, 2020: (a) did not with respect to all disclosures regarding the Company, and to the Company’s Knowledge did not with respect to all disclosures regarding MYOS, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (b) to the Company’s Knowledge ,complied in all material respects with the applicable requirements of the United States Exchange Act of 1934 and the Securities Act, as the case may be.
SEC DOCUMENTS; DISCLOSURE. Notwithstanding the late filing of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, which report was filed within the fifteen (15) day extension period afforded under the Exchange Act, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) 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 Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
SEC DOCUMENTS; DISCLOSURE. The Company’s proxy statements, financial statements, and other statements, reports, schedules, forms and other documents filed by the Company with the SEC since September 30, 2008, including copies of all the exhibits included or referenced therein, as of their respective dates (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such amendment or superseding filing): (i) have been in compliance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder; and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. This Agreement, together with all the schedules hereto and other documents furnished to the Investor by the Company at the Closing, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.