Commission Documents, Financial Statements; Disclosure Controls and Procedures Sample Clauses

Commission Documents, Financial Statements; Disclosure Controls and Procedures. Internal Controls Over Financial Reporting; Accountants. (a) Since May 31, 2023, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents required to be filed with or furnished to the Commission by the Company under the Securities Act or the Exchange Act, including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the Closing Date, as of the date of such amended or superseded filing), each Commission Document filed with or furnished to the Commission prior to the Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable. Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission and on each Purchase Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall 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 not misleading, except that this representation and warranty shall not apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date and on each Purchase Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall 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, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company i...
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Commission Documents, Financial Statements; Disclosure Controls and Procedures. Internal Controls Over Financial Reporting; Accountants 14 Section 4.7 Subsidiaries 17 Section 4.8 No Material Adverse Effect 17 Section 4.9 No Undisclosed Liabilities 17 Section 4.10 No Undisclosed Events or Circumstances 17 Section 4.11 Indebtedness 17 Section 4.12 Title To Assets 18 Section 4.13 Actions Pending 18 Section 4.14 Compliance With Law 18 Section 4.15 Certain Fees 19 Section 4.16 Operation of Business 19 Section 4.17 Environmental Compliance 20 Section 4.18 Material Agreements 20 Section 4.19 Transactions With Affiliates 21 Section 4.20 Securities Act 21 Section 4.21 Employees; Labor Laws 22 Section 4.22 Use of Proceeds 22 Section 4.23 Investment Company Act Status 23 Section 4.24 ERISA 23 Section 4.25 Taxes 23 Section 4.26 Insurance 23 Section 4.27 U.S. Real Property Holding Corporation 24 Section 4.28 Listing and Maintenance Requirements; DTC Eligibility 24 Section 4.29 No Unlawful Payments 24 Section 4.30 Money Laundering Laws 24 Section 4.31 OFAC 25 Section 4.32 Disclosure 25 Section 4.33 U.S. Real Property Holding Corporation 25 Section 4.34 Bank Holding Company Act 26 Section 4.35 IT Systems 26 Section 4.36 Compliance With Data Privacy Laws 26 Section 4.37 Stock Option Plans 27 Section 4.38 Dilutive Effect. 27 Section 4.39 Manipulation of Price 27 Section 4.40 Application of Takeover Protections 28 Section 4.41 Potential Products; FDA; EMEA 28 Section 4.42 Acknowledgement Regarding Investor’s Acquisition of Securities 29 Article V COVENANTS 29 Section 5.1 Securities Compliance 29 Section 5.2 Registration and Listing 30 Section 5.3 Compliance with Laws. 30 Section 5.4 Due Diligence 31 Section 5.5 Reservation of Common Stock; No Frustration; No Dilutive Issuances; No Similar Transactions. 31 Section 5.6 Stop Orders 33 Section 5.7 Amendments to the Registration Statement; Prospectus Supplements; Free Writing Prospectuses. 34 Section 5.8 Prospectus Delivery 35 Section 5.9 Selling Restrictions. 35 Section 5.10 Effective Registration Statement 36 Section 5.11 Non-Public Information 36 Section 5.12 Broker/Dealer 37 Section 5.13 Earnings Statement 37 Section 5.14 Corporate Existence 37 Section 5.15 Fundamental Transaction 37 Section 5.16 Disclosure Schedule. 37 Article VI Conditions to commencement; CONDITIONS TO THE SALE AND PURCHASE OF THE SHARES 38 Section 6.1 Conditions to Commencement 38 Section 6.2 Conditions Precedent to the Obligations of the Company 38 Section 6.3 Conditions Precedent to the Obligations of the Investor 40 Article VII T...
Sample 1

Related to Commission Documents, Financial Statements; Disclosure Controls and Procedures

  • Disclosure Controls and Procedures The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange Act to the extent required by such rule).

  • Disclosure Controls The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

  • Internal Controls and Procedures The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). The Company’s management has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2010 and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of the Company has disclosed to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Parent prior to the date hereof.

  • Accounting Controls and Disclosure Controls The Company and each of its subsidiaries maintain effective internal control over financial reporting (as defined under Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as described in the General Disclosure Package and the Prospectus, since the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company and its subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

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