SEC Investigation. Promptly, and in any event within five Business Days after receipt thereof by the Borrower or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of the Borrower or any Subsidiary thereof;
SEC Investigation. On July 24, 2008, the Company received a letter from the U.S. Securities and Exchange Commission Division of Enforcement (“SEC”) stating that the SEC was conducting an informal inquiry into accounting matters related to ArthroCare Corporation arising out of the Company’s announced restatement of financial results. On February 9, 2009, the SEC issued a formal order of investigation.
SEC Investigation. The Company has received a subpoena issued pursuant to a formal order of investigation by the United States Securities and Exchange Commission, dated January 28, 2014. The subpoena seeks documents about, among other subject matters, the progress at its Columbus, Mississippi facility and the timing of projected biofuel production levels. The Company’s document production in response to the subpoena is ongoing.
SEC Investigation. The staff of the SEC is in the process of conducting a formal investigation involving Parent. The Formal Order of Investigation indicates that the staff is investigating certain registration statements filed by Parent in 2002 and 2003 by which shares of Parent Common Stock were issued to consultants. The staff also appears to be investigating whether officers, directors and others made misrepresentations in certain of Parent's press releases regarding planned mergers and acquisitions that were never consummated. The investigation is ongoing. The staff has not indicated whether it will or will not recommend that the Commission file an enforcement action against Parent, it officers or directors, or others. If the SEC brings an action against Parent based on the registration statements it could result in a civil injunctive order or administrative cease and desist order being entered against Parent in addition to the imposition of a significant civil penalty. If the Commission brings an action based on alleged material misrepresentations, it could result in civil injunctions and civil penalties being assessed against Parent or persons formerly or currently affiliated with it that are alleged to have been involved in the misrepresentations.
SEC Investigation. Tek and Merger Sub shall be satisfied, in their sole discretion, with the results of their due diligence investigation of (i) the existing formal private investigation being made by the SEC of DSNC which has been disclosed by DSNC in its SEC Filings and (ii) the consolidated class action suit filed against DSNC, and other parties, which has been disclosed by DSNC in its SEC filings.
SEC Investigation. In July 2017, Borrower learned that the United States Securities and Exchange Commission (“SEC”) issued a Formal Order of Investigation to investigate, among other things, events surrounding the Nellix EVAS System and the prospect of its FDA pre-market approval. Borrower is fully cooperating with the investigation. Borrower continues to produce materials responsive to the SEC’s subpoenas.
SEC Investigation. The Lender shall be satisfied with its due diligence with respect to the SEC Investigation and the potential maximum liability (contingent or otherwise) arising from such SEC Investigation.
SEC Investigation. CellStar shall use reasonable best efforts to keep Buyer apprised of the status of the SEC Investigation, to provide copies and correspondence to and from the SEC staff, and to promptly advise Buyer of any material event, change, circumstance or development relating to or arising from the SEC Investigation.
SEC Investigation. Reference is made to the investigation conducted by the Securities and Exchange Commission (“SEC”) related to the advertising and sale of securities by NNN Holdings in connection with its registered offering, as further described in Note 10 of Notes to Consolidated Financial Statements of NNN Holdings’ September 30, 2018 Form 10-Q (the “SEC Investigation”). Borrower represents, warrants and covenants that the SEC Investigation has been settled and terminated with respect to Borrower pursuant to the terms described in NNN Holdings’ Form 8-K filed with the Securities and Exchange Commission on September 26, 2019 (the “SEC Settlement”) and that such terms include the temporary suspension of the sale of shares of NNN Holdings and Brix REIT (the “Suspended Share Sales”). Borrower shall promptly notify Lender, in writing, of all material new developments related to the SEC Settlement, and shall provide Lender with written updates of the status of the SEC Settlement (including such information and copies of filings, correspondence, pleadings and other documents as Lender shall request in Lender’s Good Faith Business Judgment) from time to time as Lender shall request in Lender’s Good Faith Business Judgment. Any breach of, default under or other failure to comply with the terms of the SEC Settlement shall constitute an Event of Default under this Loan Agreement. If the Suspended Share Sales are not re-opened for sale, through a FINRA-licensed broker dealer and in accordance with SEC requirements, on or before December 31, 2019, such failure to be re-opened for sale shall not constitute an Event of Default under this Loan Agreement but shall constitute a “Resolution Failure Trigger Event” (as used above with respect to the Triggered Guaranties). If the Suspended Share Sales are not re-opened for sale, through a FINRA-licensed broker dealer and in accordance with SEC requirements, on or before January 31, 2020, such failure to be re-opened for sale shall constitute an Event of Default under this Loan Agreement.
SEC Investigation. On June 8, 2000, the Securities and Exchange Commission (the “SEC”) issued a formal order of investigation of the Company and certain officers, directors, employees and other individuals presently and formerly associated with the Company to determine whether any violations of the federal securities laws occurred during 1998 and 1999. The investigation relates to the Company’s revenue recognition policies, accounting controls, financial reports and other public disclosures during that time period. Pursuant to an offer of settlement submitted by the Company, on September 30, 2002, the SEC instituted and simultaneously settled a proceeding against the Company under Section 8A of the Securities Act of 1933 (the “Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (the “Exchange Act”). Without admitting or denying the allegations of the SEC’s order, the Company agreed to the entry of an order requiring that it cease and desist from committing or causing any violations and any future violations of the antifraud provisions of the Securities Act and the antifraud, periodic reporting, record keeping and internal control provisions of the federal securities laws set forth in Section 17(a) of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. The Company incurred no financial fine or penalty under the terms of settlement. The SEC’s order states that the Company materially overstated its earnings before income taxes for each of the quarters of 1998 and 1999 as well as for fiscal year 1998, and that the Company’s revenue recognition practices resulted in material misstatements and omissions in the financial statements contained in the Company’s Annual Report on Form 10-K as originally filed for the year ended December 31, 1998 and the Company’s Quarterly Reports on Form 10-Q as originally filed for each of the first three quarters of both 1998 and 1999. In 2000 and 2001, the Company restated its financial statements for 1998 and 1999. No further restatements of the Company’s financial statements are required by the order, and the Company does not expect that the entry of the order will have a material adverse impact on its financial condition or results of operations. Xxxxxx X. Xxxxxxxxx v. FLIR Systems, Inc. (Case Xx. X000000XX, Xxxxxxxxxx Xxxxxx Xxxxxxx Xxxxx) Xx or about February 8, 2000, a former employee, Xxxxxx X. Xxxxxxxxx, filed an action in Wash...
