1934 ACT REPORTS AND REGULATORY REPORTS. Prior to the execution of this Agreement, Target has delivered or made available to Purchaser complete and accurate copies of (a) Target's Annual Reports on Form 10-K for the years ended December 31, 1993, 1994 and 1995 (the "Target 10-K Reports") as filed with the SEC, (b) all Target proxy statements and annual reports to shareholders used in connection with meetings of Target shareholders held since January 1, 1993 and (c) Target's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (the "Target 10-Q Reports") as filed with the SEC. As of their respective dates or as subsequently amended prior to the date hereof, such (i) did 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 statement therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. Since January 1, 1993, Target has filed in a timely manner all reports that it was required to file with the SEC (the "Target Regulatory Reports"). As of their respective dates or as subsequently amended prior to the date hereof, each of the Target Regulatory Reports was true and correct in all material respects and complied in all material respects with applicable laws, rules and regulations.
Appears in 2 contracts
Samples: Merger Agreement (Winthrop Resources Corp), Merger Agreement (TCF Financial Corp)
1934 ACT REPORTS AND REGULATORY REPORTS. Prior to the execution of this Agreement, Target Standard has delivered or made available to Purchaser TCF complete and accurate copies of (a) TargetStandard's Annual Reports on Form 10-K for the years ended December 31, 1993, 1994 and 1995 (the "Target Standard 10-K Reports") as filed with the SEC, (b) all Target Standard proxy statements and annual reports to shareholders used in connection with meetings of Target Standard shareholders held since January 1, 1993 1994 and (c) TargetStandard's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (the "Target Standard 10-Q Reports," and together with the Standard 10-K Reports, the "Standard SEC Reports") as filed with the SEC. As of their respective dates or as subsequently amended prior to the date hereof, such
such documents (i) did 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 statement therein, in light of the circumstances under which they were made, not misleading and (ii) complied as to form in all material respects with the applicable rules and regulations of the SEC. Prior to the execution of this Agreement, Standard has delivered or made available to TCF complete and accurate copies of all reports that Bank was required to file with the OTS (the "Bank Regulatory Reports") since January 1, 1994. Since January 1, 19931994, Target Bank has filed in a timely manner all reports Bank Regulatory Reports that it was required to file with the SEC (the "Target Regulatory Reports")OTS. As of their respective dates or as subsequently amended prior to the date hereof, each of the Target Bank Regulatory Reports (i) was true and correct in all material respects respects, and (ii) complied as to form in all material respects with applicable laws, rules and regulationsregulations of the OTS.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Standard Financial Inc), Merger Agreement (TCF Financial Corp)