Acquiror SEC Documents Sample Clauses

Acquiror SEC Documents. (a) Acquiror has made available to the Company the Acquiror SEC Documents. Acquiror has filed all reports, filings, registration statements and other documents required to be filed by it with the SEC since January 1, 1999. No Acquiror Subsidiary is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and no Acquiror Subsidiary is an investment company registered or required to be registered under the Investment Company Act of 1940. (b) As of its filing date, each Acquiror SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be. (c) No Acquiror SEC Document filed pursuant to the Exchange Act contained, as of its filing date, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Acquiror SEC Document, as amended or supplemented, if applicable, filed pursuant to the Securities Act contained, as of the date such document or amendment became effective, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Acquiror SEC Documents. Acquiror has filed all reports, forms, registrations, schedules, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") since January 1, 1998 (the "Acquiror SEC Documents"). As of their respective dates, the Acquiror 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 amended, as the case may be, and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Acquiror SEC Document has been revised, amended or superseded by a later Acquiror SEC Document, none of the Acquiror SEC Documents filed prior to the date hereof, when filed, contained any untrue statement of a material fact or omitted to state any 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.

Acquiror SEC Documents. On the effective date of the Acquiror Registration Statement, the Acquiror Registration Statement, and when first filed in accordance with Rule 424(b) of the Securities Act and/or filed pursuant to Section 14A of the Exchange Act, the Acquiror Proxy Statement and the Acquiror Proxy Statement/Prospectus (or any amendment or supplement thereto), shall comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Acquiror Registration Statement, the Acquiror Registration Statement will 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 not misleading. On the date of any filing pursuant to Rule 424(b) of the Securities Act and/or Section 14A of the Exchange Act, the date the Acquiror Proxy Statement/Prospectus or the Acquiror Proxy Statement, as applicable, is first mailed to the Acquiror Stockholders and at the time of the Acquiror Stockholders’ Meeting, the Acquiror Proxy Statement/Prospectus or the Acquiror Proxy Statement, as applicable (together with any amendments or supplements thereto), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that Acquiror makes no representations or warranties as to the information contained in or omitted from the Acquiror Registration Statement, Acquiror Proxy Statement or the Acquiror Proxy Statement/Prospectus in reliance upon and in conformity with information furnished in writing to Acquiror by or on behalf of the Company specifically for inclusion in the Acquiror Registration Statement, Acquiror Proxy Statement or the Acquiror Proxy Statement/Prospectus.

Acquiror SEC Documents. 33 4.6 Financial Information; Absence of Undisclosed Liabilities ......... 33 4.7 Litigation ........................................................ 34 4.8

Acquiror SEC Documents. Since January 1, 2002, Acquiror has timely filed all Acquiror SEC Documents and all such Acquiror SEC Documents have complied in all material respects, as of their respective filing dates and effective dates, as the case may be, with all applicable requirements of the Exchange Act. As of their respective filing dates, none of the Acquiror SEC Documents contained an 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.

Acquiror SEC Documents. 30 SECTION 4.08. Financial Statements; No Material Undisclosed Liabilities.............................................30 SECTION 4.09. Information to Be Supplied..............................31 SECTION 4.10. Absence of Certain Changes..............................31 SECTION 4.11. Litigation..............................................31 SECTION 4.12. Contracts...............................................32 SECTION 4.13. Taxes...................................................33 SECTION 4.14.

Acquiror SEC Documents. Acquiror has timely filed all required reports, registration statements, proxy statements, forms and other documents with the Securities and Exchange Commission (the "SEC") since January 1, 2001 (as such documents have since the time of their filing been amended or supplemented (the "Acquiror SEC Documents"). As of their respective dates, (i) each of the Acquiror SEC Documents (including any financial statements filed as a part thereof or incorporated by reference therein) complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and (ii) none of the Acquiror SEC Documents contained at the time they were filed or at the time they became effective, as the case may be, any untrue statement of a material fact or omitted at the time they were filed or at the time they became effective, as the case may be, 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. The consolidated financial statements of Acquiror and its Subsidiaries included in the Acquiror SEC Documents comply as to form in all material respects with applicable accounting requirements of the SEC and with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP (except, in the case of the unaudited statements, to the extent 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). The Registration Statements and the Prospectuses, and each amendment or supplement thereto, as of the effective date of each Registration Statement and as of the dates of the effectiveness of any amendments thereto, and as of the filing date of each Registration Statement and each Prospectus and as of the filing dates of any supplements thereto, and as of the filing dates of any documents incorporated by reference therein, and as of the date a proxy statement of the Company containing the Prospectus included in the S-4 Registration Statement (or any amendment thereof or supplement thereto) is first mailed by the Company to the Shareholders of the Company, and as of the date of the Company Shareholders' Meeting and as of the Closing Date, (i) will comply in all material respects with the requirements of the Securities Act, or the Exchange Act, as applicable, an...

Acquiror SEC Documents. (a) Acquiror has made available to Company the Acquiror SEC Documents. Acquiror has filed all reports, filings, registration statements and other documents required to be filed by it with the SEC since April 26, 1999. No Acquiror Subsidiary is at present required to file any form, report, registration statement or prospectus or other document with the SEC. (b) As of its filing date, each Acquiror SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and/or the Exchange Act, as the case may be.

Acquiror SEC Documents. Acquiror will file with the SEC all reports, schedules, forms, statements and other Documents required to be filed after the date of this Merger Agreement but before the Effective Time (the "Post-Signing SEC Documents").

Acquiror SEC Documents. Acquiror has filed all required registration statements, reports and proxy statements with the SEC since March 2, 2010 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Acquiror SEC Documents”). As of their respective SEC filing dates (in the case of all other the Acquiror SEC Documents), the Acquiror SEC Documents complied as to form in all material respects with the requirements of the Exchange Act, applicable to such the Acquiror SEC Documents, and none of the Acquiror SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) 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.