Buyer SEC Reports. Buyer has delivered to the Shareholders the Private Placement Memorandum and each registration statement, report or proxy statement prepared by it since December 31, 1997, including (i) Buyer's Annual Report on Form 10-K for the year ended December 31, 1997, (ii) Buyer's Quarterly Report on Form 10-Q for the period ended March 31, 1998 and (iii) Buyer's definitive proxy statement prepared in connection with its annual meeting of stockholders to be held on May 13, 1998, all in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Buyer SEC Reports"). As of their respective dates, the Buyer SEC Reports did not, and any Buyer SEC Reports filed with the SEC subsequent to the date hereof 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 made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of its date and each of the consolidated statements of income and of cash flow included in the Buyer SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and changes in cash flow, as the case may be, of Buyer and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year end audit adjustments that will not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Buyer SEC Reports. Section 4.4(a) Certificates........................................... Section 2.2(b) Certificate of Merger.................................. Section 1.1 Closing................................................ Section 1.2 Closing Date........................................... Section 1.2 Code................................................... Preamble Company................................................ Preamble Company Balance Sheet ................................. Section 3.4(b) Company Common Stock .................................. Section 2.1(b)
Buyer SEC Reports. Section 4.04(a) Buyer Stock Plans.............................................................................. Section 4.02(a) Buyer Voting Proposal.......................................................................... Section 6.05(b) Certificates................................................................................... Section 2.02(b) Closing........................................................................................ Section 1.02
Buyer SEC Reports. (a) Buyer has filed with the U.S. Securities and Exchange Commission (“SEC”) all reports, forms and other documents that it was required to file (the “Buyer SEC Reports”), each of which complied in all material respects with the applicable requirements of the Securities Act or the federal Securities Exchange Act of 1934, as the case may be, and the related SEC rules and regulations in effect on the date that the report, form or document was filed.
Buyer SEC Reports. Buyer has timely filed all Buyer SEC Reports required to be filed by it with the SEC since the date that was three years prior to the date hereof. As of their respective filing or furnishing dates (or, if supplemented, modified or amended since the time of filing or furnishing, as of the date of the most recent supplement, modification or amendment), (i) no such Buyer SEC Report contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading and (ii) all Buyer SEC Reports filed under the Exchange Act complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, in each case as in effect on the date such document was filed with or furnished to the SEC. To the Knowledge of Buyer, none of the Buyer SEC Reports is the subject of ongoing SEC review. Xxxxx has not received any comments from the SEC with respect to any of the Buyer SEC Reports which remain unresolved, nor has it received, as of the date hereof, any written inquiry or information request from the SEC as to any matters with respect to the Buyer SEC Reports.
Buyer SEC Reports. Section 4.04(a) Buyer Stock Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 4.02(a) Buyer Voting Proposal . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 6.05(b) Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.02(b) Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.02 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.02 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preamble Confidentiality Agreement . . . . . . . . . . . . . . . . . . . . . . . . Section 5.04 iv Constituent Corporations . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.03
Buyer SEC Reports. Since January 1, 1998, Buyer has filed, and will continue to file through the Closing Date, all reports and statements, together with any amendment required to be made with respect thereto, that it was, or will be, required to file with the SEC (except filings which are not material). As of their respective dates (and without giving effect to any amendments or modifications filed after the date of this Agreement with respect to reports and documents filed before the date of this Agreement), each of such reports and documents, including the financial statements, exhibits, and schedules thereto, complied in all material respects with all of the statutes, rules, and regulations enforced or promulgated by the authority with which they were filed and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statement made therein, in light of the circumstances under which they were made, not misleading. Except for normal examinations conducted by the IRS, state and local taxing authorities, the Federal Reserve Board, the Commissioner or the FDIC in the regular course of the business of Buyer or any Buyer Subsidiary, no federal, state or local governmental agency, commission or other entity has initiated any proceeding or, to the Knowledge of Buyer, investigation into the business or operations of Buyer or any Buyer Subsidiary within the past two (2) years. There is no unresolved violation, criticism or exception by the Federal Reserve Board, the Commissioner, the FDIC or other agency, commission or entity with respect to any report or statement referred to herein that would reasonably be expected to have a Material Adverse Effect on Buyer on a consolidated basis.
Buyer SEC Reports. (a) Buyer has timely filed and made available to Selling Shareholders all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by Buyer with the SEC since January 1, 2004 (collectively, the “Buyer SEC Reports”). Each of the consolidated financial statements (including, in each case, any related notes and schedules) contained in the Buyer SEC Reports, including any Buyer SEC Reports filed after the Agreement Date, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Buyer and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. None of the Buyer SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the Agreement Date), 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 the light of the circumstances under which they were made, not misleading.
Buyer SEC Reports. All reports and filings required by Buyer to be filed with the Securities and Exchange Commission from January 1, 2006 to the date hereof have been duly filed as required by laws and regulations of the SEC, including periodic financial information of Buyer from time to time as required by the SEC. These reports and financial data can be accessed at the SEC website address of xxx.xxx.xxx.
Buyer SEC Reports. Buyer covenants and agrees with each Member that it shall timely file with the SEC all periodic reports required to be filed so as to make available to Members all current public information required to enable the public sale of the Subject Shares pursuant to Rule 144.
