Common use of Commission Documents, Financial Statements Clause in Contracts

Commission Documents, Financial Statements. As of the Effective Date the Company has timely filed all Commission Documents. The Company has delivered or made available to the Purchaser true and complete copies of the Commission Documents filed with the Commission since March 31, 2012 and prior to the Effective Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing dates, the Commission Documents complied in all material respects with the requirements of the Exchange Act and other federal, state and local laws, rules and regulations applicable to it, and, as of its date, the Commission Documents 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Private Placement Purchase Agreement (Cyclone Power Technologies Inc)

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Commission Documents, Financial Statements. As The Common Stock of the Effective Date Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to At the Purchaser true and complete copies of the Commission Documents filed with the Commission since March 31, 2012 and prior to the Effective Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As times of their respective filing datesfilings, the Commission Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its datetheir respective dates, none of the Commission Documents did not contain contained any untrue statement of a material fact or omit 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company trades under the symbol CAML.

Appears in 1 contract

Samples: Stock Purchase Agreement (Camelot Corp)

Commission Documents, Financial Statements. As of For the Effective Date two year period preceding the date hereof, the Company has timely filed all Commission Documents. The Company has delivered or made available reports, schedules, forms, statements and other documents required to the Purchaser true and complete copies of the Commission Documents be filed by it with the Commission since March 31, 2012 and prior pursuant to the Effective Datereporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has not provided to the Purchaser Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchasers. As At the time of their the respective filing datesfilings, the Commission Documents Form 10-K’s and the Form 10-Q’s filed during the two year period preceding the date hereof complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to it, and, as of its date, the Commission Documents 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 misleadingsuch documents. The financial statements of the Company included in the Commission Documents comply (the “Financial Statements”) complied as of their respective filing dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements The Financial Statements have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Securities Purchase Agreement (MetaStat, Inc.)

Commission Documents, Financial Statements. As The Common Stock of the Effective Date Company is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and since January 1, 2009 the Company has timely filed all Commission Documents. The Company has delivered or made available reports, schedules, forms, statements and other documents required to the Purchaser true and complete copies of the Commission Documents be filed by it with the Commission since March 31, 2012 and prior pursuant to the Effective Date. The Company has not provided to filing requirements of the Purchaser any information whichSecurities Act of 1933, according to applicable law, rule as amended or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing dates, the Commission Documents complied in all material respects with the reporting requirements of the Exchange Act and other federal(all of the foregoing being referred to herein as the “Commission Documents”). The Registration Statement, state and local lawsat the date hereof, rules and regulations applicable to it, and, as of its date, the Commission Documents did does 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. The Prospectus, at the time of filing of any applicable Prospectus Supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included or incorporated by reference in the Commission Documents comply Registration Statement and the Prospectus complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect theretoCommission. Such financial statements have been prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Securities Purchase Agreement (Coeur D Alene Mines Corp)

Commission Documents, Financial Statements. As of the Effective Date Since January 1, 2001, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "Commission") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents. The Company has delivered or made available to the Purchaser true and complete copies of the Commission Documents filed with the Commission since March 31, 2012 and prior to the Effective Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement"). As of their respective filing dates, the Form 10-KSB and the Form 10-QSBs filed by the Company with the Commission Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its datetheir respective dates, none of the Commission Documents did not contain Form 10-KSB nor any of the Form 10-QSBs contained any untrue statement of a material fact or omit 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Subscription Agreement (Ambient Corp /Ny)

Commission Documents, Financial Statements. As The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, the Commission Filings or on Schedule 3.1(f) attached hereto, as of the Effective Date the Company has timely filed all Commission DocumentsDocuments or obtained an appropriate extension pertaining thereto. The Company has delivered or made available to the Purchaser true and complete copies of the Commission Documents filed with the Commission since March December 31, 2012 1999 and prior to the Effective Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing datesits date, the Commission Documents 1999 Form 10-K/A complied in all material respects with the requirements of the Exchange Act and other federal, state and local laws, rules and regulations applicable to it, and, as of its date, the Commission Documents such 1999 Form 10-K/A 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and and, fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subjectsubject to appropriate amendments or restatements and, in the case of unaudited statements, subject to normal year-end audit adjustments).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Geron Corporation)

Commission Documents, Financial Statements. As of the Effective Date the (a) The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Purchaser via XXXXX true and complete copies of the Commission Documents filed with or furnished to the Commission since March 31, 2012 and prior to the Effective DateDate (including, without limitation, the 2018 Form 20-F). No Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. The Company has not provided to the Purchaser Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing datesThe financial statements, the Commission Documents complied in all material respects together with the requirements of the Exchange Act related notes and other federalschedules, state and local laws, rules and regulations applicable to it, and, as of its date, the Commission Documents 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect theretoCommission. Such financial statements statements, together with the related notes and schedules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position condition of the Company and its subsidiaries as of consolidated Subsidiaries on the dates thereof indicated and the results of operations and cash flows for the periods then ended indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments). (b) The Company has timely filed with the Commission and made available via XXXXX all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance in all material respects with the provisions of SOXA applicable to it on the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the timely and accurate preparation of the Company’s Commission filings and other public disclosure documents. As used in this Section 4.6(b), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Commission. (c) KPMG AS, are, with respect to the Company, independent public accountants as required by the Securities Act and is an independent registered public accounting firm within the meaning of SOXA as required by the rules of the Public Company Accounting Oversight Board. KPMG AS has not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Hermitage Offshore Services Ltd.)

Commission Documents, Financial Statements. As The Common Stock of the Effective Date Company is currently listed on the OTC:BB and will be registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has will have timely filed all Commission Documents. The Company has delivered or made available reports, schedules, forms, statements and other documents required to the Purchaser true and complete copies of the Commission Documents be filed by it with the Commission since March 31, 2012 and prior pursuant to the Effective Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing dates, the Commission Documents complied in all material respects with the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). Any form 10-QSB and other federal, state and local laws, rules and regulations applicable Form 10-KSB filings to it, and, as of its date, be made by the Commission Documents did Company will 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. The As of their respective dates, the financial statements of the Company included in the Commission Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (In Touch Media Group, Inc.)

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Commission Documents, Financial Statements. As During the period that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Effective Date Exchange Act, the Company has timely filed all Commission DocumentsDocuments (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act). The Company has delivered or made available to the Purchaser true and complete copies As of the Commission Documents filed with the Commission since March 31, 2012 and prior to the Effective Date. The , the Company has not provided to the Purchaser any information which, according to as required by applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementAgreement and the other Transaction Documents. As of their respective filing dates, the Commission Documents complied in all material respects with the requirements of the Exchange Act and other federal, state and local laws, rules and regulations applicable to itthem, and, as of its datetheir respective dates, the Commission Documents 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Share Purchase Agreement (Energy Exploration Technologies, Inc.)

Commission Documents, Financial Statements. As of Since January 1, 2020, the Effective Date the Company Guarantor has timely filed all Commission Documents. The Company has delivered or made available reports, schedules, forms, statements and other documents required to the Purchaser true and complete copies of the Commission Documents be filed by it with the Commission since March 31, 2012 and prior pursuant to the Effective Date. The Company has not provided reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) of the Purchaser any information whichExchange Act (all of the foregoing, according including filings incorporated by reference therein, being referred to applicable law, rule or regulation, should have been disclosed publicly by herein as the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement“Commission Documents”). As of their respective filing datesits date, the each Commission Documents Document filed since January 1, 2020, complied in all material respects with the requirements of the Exchange Act and other federal, state and local laws, the rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its date, after giving effect to the information disclosed and incorporated by reference therein, no such Commission Documents did not contain Document since January 1, 2020, contained any untrue statement of a material fact or omit 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. The As of their respective dates, the financial statements of the Company Guarantor included in the Commission Documents comply filed with the Commission since January 1, 2020, complied as to form and substance in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP International Financial Reporting Standards (“IFRS”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries Guarantor as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Development Funding Bond Purchase Agreement (MorphoSys AG)

Commission Documents, Financial Statements. As The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Effective Date Exchange Act and the Company has timely filed all Commission Documents. The Company has delivered or made available to the Purchaser true and complete copies of the Commission Documents filed with the Commission since March December 31, 2012 2002 and prior to the Effective Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementdate hereof. As of their respective filing datesdates of filing, the Commission Documents complied in all material respects with the requirements of the Exchange Act and other federal, state and local laws, rules and regulations applicable to itthem, and, as of its datetheir respective dates of filing, the such Commission Documents 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries Subsidiary as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cv Therapeutics Inc)

Commission Documents, Financial Statements. As of the Effective Date the (a) The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Purchaser via XXXXX true and complete copies of the Commission Documents filed with or furnished to the Commission since March 31, 2012 and prior to the Effective DateDate (including, without limitation, the 2017 Form 20-F). No Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. The Company has not provided to the Purchaser Investors any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing datesThe financial statements, the Commission Documents complied in all material respects together with the requirements of the Exchange Act related notes and other federalschedules, state and local laws, rules and regulations applicable to it, and, as of its date, the Commission Documents 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. The financial statements of the Company included in the Commission Documents comply as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect theretoCommission. Such financial statements statements, together with the related notes and schedules, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position condition of the Company and its subsidiaries consolidated Subsidiaries as of the dates thereof indicated and the results of operations and cash flows for the periods then ended indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments). (b) The Company has timely filed with the Commission and made available via XXXXX all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”)) with respect to all relevant Commission Documents. The Company is in compliance in all material respects with the provisions of SOXA applicable to it as of the date hereof. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the timely and accurate preparation of the Company’s Commission filings and other public disclosure documents. As used in this Section 5.6(b), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the Commission. (c) KPMG AS, are, with respect to the Company, independent public accountants as required by the Securities Act and is an independent registered public accounting firm within the meaning of SOXA as required by the rules of the Public Company Accounting Oversight Board. KPMG AS has not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Nordic American Offshore Ltd.)

Commission Documents, Financial Statements. As The Common Stock of the Effective Date Company is currently listed on the Pink Sheets and will be registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company has will have timely filed all Commission Documents. The Company has delivered or made available reports, schedules, forms, statements and other documents required to the Purchaser true and complete copies of the Commission Documents be filed by it with the Commission since March 31, 2012 and prior pursuant to the Effective Date. The Company has not provided to the Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of their respective filing dates, the Commission Documents complied in all material respects with the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). Any form 10-QSB and other federal, state and local laws, rules and regulations applicable Form 10-KSB filings to it, and, as of its date, be made by the Commission Documents did Company will 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. The As of their respective dates, the financial statements of the Company included in the Commission Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its subsidiaries Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Interlink Global Corp)

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