Buyer SEC Filings. Buyer has filed all reports, schedules, registration statements, definitive proxy statements and exhibits to the foregoing documents required to be filed by it with the SEC since January 1, 2009 (collectively, the “Buyer SEC Reports”). As of their respective dates, (i) Buyer SEC Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) none of Buyer SEC Reports contained any untrue statement of a material fact or omitted 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, except for such statements, if any, as have been corrected by subsequent filings with the SEC.
Buyer SEC Filings. The Buyer shall timely file with the SEC all SEC forms and schedules that it is required to file in connection with the transactions contemplated by this Agreement, including a Form 3 Initial Statement of Beneficial Ownership of Securities and a Schedule 13D.
Buyer SEC Filings. Buyer shall make or cause to be made all filings required to be made by it with the Securities and Exchange Commission or any other Governmental Authority as a result of the transactions contemplated hereby and shall provide those portions of such filings describing matters relating to Seller or its controlled Affiliates to Seller in advance for review and comment.
Buyer SEC Filings. The Buyer shall furnish the Seller with a copy of each periodic or current report filed by it under the Exchange Act promptly after filing the same. All filings made by the Buyer after the date hereof pursuant to the Exchange Act will be made in a timely fashion, will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and will 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 statements therein, in light of the circumstances under which they are made, not misleading.
Buyer SEC Filings. Buyer has filed all forms, reports, statements and documents (including all Exhibits, Schedules and Annexes thereto) required to be filed by it with the SEC since January 1, 2013, including any amendments or supplements thereto (collectively, the “Buyer SEC Reports”). As of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) none of the Buyer SEC Reports contained at the time of filing, and none of the Buyer SEC Reports filed after the date of this Agreement and prior to the Closing Date (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing) will contain, any untrue statement of a material fact or omitted (or will have omitted) to state a 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, and all of the Buyer Reports complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder (the “Exchange Act”), as the case may be.
Buyer SEC Filings. The periodic reports required to be made by the Buyer since February 5, 2020 under the Exchange Act have been filed with the SEC, and such filings complied, as of their respective dates or, if applicable, as of the date of any subsequent amendment to such filing, in all material respects with applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder (collectively, the “Buyer SEC Reports”). None of the Buyer SEC Reports, as of their respective dates, after giving effect to any amendments thereto filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading.
Buyer SEC Filings. Buyer has furnished or made available to Seller ----------------- copies of all reports or registration statements filed by it with the SEC under the Securities Act and the Exchange Act for all periods since May 5, 1999, all in the form so filed (all the foregoing being collectively referred to as the "Buyer SEC Filings"). As of their respective filing dates, the Buyer SEC Filings complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Buyer SEC Filings contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a document subsequently filed with the SEC. The financial statements of Buyer, including the notes thereto, included in the SEC Document comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the financial position of Buyer at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments).
Buyer SEC Filings. (a) Buyer has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents, as such documents may be amended or supplemented, required to be filed with or furnished to the SEC by the Buyer since January 1, 2013 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Buyer SEC Documents"), except where such failure to file with or furnish to the SEC such reports, schedules, forms, statements, prospectuses, registration statements or other documents required to be filed with or furnished to the SEC would not, individually or in the aggregate, reasonably be expected to (i) materially impair or delay the ability of the Buyer or its Subsidiaries to consummate the transactions contemplated by this Agreement or the Ancillary Agreements to which the Buyer or its Subsidiaries are a party or (ii) be material to the Buyer and its Subsidiaries, taken as a whole.
Buyer SEC Filings. 11 4.17 Issuance of Merger Consideration. . . . . . . . . . . . . . . . . 11 4.18 Compliance with Rule 144. . . . . . . . . . . . . . . . . . . . . 11 4.19
Buyer SEC Filings. None of the filings made by Buyer with the Securities and Exchange Commission ("SEC") pursuant to the Exchange Act, 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 Company in writing pursuant to this Agreement, and in materials filed by Buyer with the SEC pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "SECURITIES ACT"), or the Exchange Act, there has been no material adverse change in the financial condition of Buyer since August 31, 2001.
