Buyer SEC Reports. Buyer has filed all required forms, reports, registration statements, prospectuses, schedules, information statements, and documents with the Securities and Exchange Commission (collectively, the “Buyer SEC Reports”) required to be filed by it pursuant to applicable federal and state securities laws and the rules and regulations thereunder. The Buyer SEC Reports (a) have been filed on a timely basis; and (b) were prepared in all material respects in accordance with the requirements of the Securities Act, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as the case may be, and the rules and regulations thereunder. Buyer has complied with and timely made all filings required under all applicable state securities laws, rules and regulations. None of the Buyer SEC Reports required by the Exchange Act at the time filed, nor any of the Buyer SEC Reports required by the Securities Act at the time filed or as of the date of their effectiveness, 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were made, not misleading, except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later-filed Buyer SEC Report filed and publicly available prior to the date hereof. The Buyer SEC Reports filed prior to the date hereof, when taken together, do not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.
Buyer SEC Reports. Section 4.04(a) Buyer Stock Plans......................................... Section 4.02(a) 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.
(b) No Buyer SEC Report, including any financial statements or schedules included or incorporated by reference in any Buyer SEC Report, contained, when filed, an untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference or otherwise necessary in order to make the statements in the Buyer SEC Report, in light of the circumstances in which they were made, not misleading.
(c) Buyer’s consolidated financial statements included in any Buyer SEC Report complied as to form in all material respects with applicable accounting requirements and the relevant published rules and regulations of the SEC.
Buyer SEC Reports. The Buyer has previously furnished the Seller and the Stockholder with true and complete copies of the Buyer's Annual Report on Form 10-K for the year ended June 29, 1996, its proxy statement for the Annual Meeting of Stockholders held September 11, 1996, all communications mailed by the Buyer to its stockholders since June 11, 1996, and all Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed after June 29, 1996. The financial statements and schedules of the Buyer contained in said reports (or incorporated therein by reference) were prepared in accordance with GAAP applied on a consistent basis except as noted therein, and fairly present the information purported to be shown therein. Such proxy statement and stockholder communications, Annual Report on Form 10-K, Current Reports on Form 8-K, and Quarterly Reports on Form 10-Q did not, on the date of mailing in the case of such proxy statement and stockholder communications, and on the date of filing in the case of such reports, 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 were made, not misleading. Buyer has timely filed all proxy statements, Annual Reports on Form 10-K, Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and other statements and reports required to be filed under the Securities Act and the Securities Exchange Act of 1934, as amended, and as of their respective dates all such statements and reports complied in all material respects with the published rules and regulations of the Commission with respect thereto.
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. 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. Section 4.4(a) Certificates.................................................... Section 2.2(b) Certificate of Merger........................................... Section 1.1 Closing......................................................... Section 1.2
Buyer SEC Reports. Buyer has timely filed all reports with the SEC required to be filed by Buyer (“Buyer SEC Reports”). Each Buyer SEC Report complied as to form in all material respects with the requirements of applicable law on the date thereof.
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. Bxxxx 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. Buyer has filed with the SEC, and has heretofore made available to Sellers true and complete copies of, each form, registration statement, report, schedule, proxy or information statement and other document (including exhibits and amendments thereto), including its Annual Reports to Shareholders incorporated by reference in certain of such reports, required to be filed with the SEC since September 29, 1999 under the Securities Act or the Exchange Act (collectively, the "Buyer SEC Reports"). As of the respective dates such Buyer SEC Reports were filed or, if any such Buyer SEC Reports were amended, as of the date such amendment was filed, each of the Buyer SEC Reports, including any financial statements or schedules included therein, (a) complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and (b) did not contain any untrue statement of a material fact or omit 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.
