Buyer Filings. None of the Exchange Act Filings, as of their respective filing dates, contained 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. Except as disclosed to the Shareholders in writing, in materials filed by Buyer pursuant to the Securities Act or the Exchange Act, or set forth in press releases that have been made public by Buyer (including but not limited to those from time to time posted at or available through Nasdaq's website at XXXX://XXX.XXXXXX.XXX), there has been no material adverse change in the financial condition of Buyer since March 31, 2000.
Buyer Filings. 31 SECTION 4.23
Buyer Filings. During the period prior to the Closing Date, Buyer shall deliver to each shareholder of KKI and HL, promptly after the filing thereof, a true and correct copy of each report, information statement or other document ("Buyer Filings") filed by Buyer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Prior to the Closing Date, Buyer (i) will provide such shareholders and HL with a reasonable opportunity to ask questions and receive answers from Representatives of Buyer concerning their purchase of Transaction Shares, and (ii) may, in its discretion, provide to each such shareholder and HL a disclosure statement containing such information as Buyer shall deem necessary to comply with the representation and warranty contained in the last sentence of Section 3.5.
Buyer Filings. Buyer has provided to IBM complete copies of all of the Public Filings and will provide, promptly (but in no event more than five business days) after those filings are made public, any additional filings made on or after the Date of Execution that would have been within the definition of Public Filings if made prior to the Date of Execution, so long as IBM and its affiliates (as defined in Section 4.6) hold more than 5% of the outstanding shares of Buyer.
Buyer Filings. 24 SECTION 4.14 No Section 338 Election...................................24 SECTION 4.15 Transfer and Discharge....................................24
Buyer Filings. During the period prior to the Closing Date, Buyer shall deliver to Sellers, promptly after the filing thereof, a true and correct copy of each report, information statement or other document ("BUYER FILINGS") filed by Buyer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Prior to the Closing Date, Buyer (i) will provide Sellers with a reasonable opportunity to ask questions and receive answers from Representatives of Buyer concerning their purchase of the Transaction Shares, and (ii) may, in its discretion, provide to each Seller a disclosure statement containing such information as Buyer shall deem necessary to comply with the representation and warranty contained in the last sentence of Section 3.5.
Buyer Filings. The parties acknowledge and agree that at any time prior to Closing, Buyer shall have the right, without Seller’s consent, to file any and all applications, documents, agreements, instruments or certificates that are required by the applicable governmental authority in connection with Buyer’s CPS-1 application and any matter related thereto; provided, however, that such filing(s) shall (x) be at Buyer’s sole cost and expense and (y) not bind Seller or the Real Property (prior to Closing) in any manner. Buyer agrees to withdraw promptly any and all applications, documents, agreements, instruments or certificates made in connection with Buyer’s CPS-1 application, in the event that the Closing does not occur in accordance with Article 5. Buyer agrees to indemnify and hold Seller harmless from any and all costs and expenses associated with Buyer’s failure to withdraw Buyer’s CPS-1 application.
Buyer Filings. During the period prior to the Closing, Buyer shall deliver to Sellers a true and correct copy of each report, information statement and other document ("Buyer Filings") filed by Buyer with the SEC under the Securities Exchange Act of 1934, as amended. Prior to the Closing Date, Buyer (i) will provide Sellers' with a reasonable opportunity to ask questions and receive answers from Representatives of Buyer concerning Sellers' purchase of Transaction Shares, and (ii) may, in its discretion, provide to each Seller a disclosure statement containing such information as Buyer shall deem necessary to comply with the representation and warranty contained in the last sentence of Section 3.5.
Buyer Filings. Following the Closing Date, Buyer shall timely complete all Third Party Requirements.
Buyer Filings. Following the Transaction Date, Buyer may, among other things, submit such Transaction to one or more Governmental Authorities, including the FERC and/or the Governmental Authorities having jurisdiction over the retail operations of Buyer, together with an application for approval of such Transaction, and/or request rate recovery of the costs associated with its participation in this Transaction based on a finding that such participation is prudent.
