Common use of Commission Documents, Financial Statements Clause in Contracts

Commission Documents, Financial Statements. The Company has filed all Commission Documents required to be filed by it with the Commission. At the request of such Purchaser, the Company has delivered or made available to each of the Purchaser true and complete copies of the Commission Documents. The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, 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. None of the Commission Documents 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 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).

Appears in 1 contract

Samples: Securities Purchase Agreement (Fushi Copperweld, Inc.)

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Commission Documents, Financial Statements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed all Commission Documents. The Company has filed all Commission Documents required to be filed by it with the Commission. At the request of such Purchaser, the Company has delivered or made available to each of the Purchaser true and complete copies of the Commission Documents. The Company has not provided Documents filed with the Commission since December 31, 2004 and prior to the Purchaser any material non-public information or other information whichdate hereof. As of their respective dates of filing, according to applicable law, rule or regulation, 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. None of the Commission Documents (as amended) complied in all material respects with the requirements of the Exchange Act and other federal, state and local laws, rules and regulations applicable to them, and, as of their respective dates of filing, 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 As of their respective dates of filing, 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 United States generally accepted accounting principles (“GAAP”) 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: Common Stock Purchase Agreement (Nektar Therapeutics)

Commission Documents, Financial Statements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and the Company has timely filed all Commission Documents. The Company has filed all Commission Documents required to be filed by it with the Commission. At the request of such Purchaser, the Company has delivered or made available to each of the Purchaser true and complete copies of the Commission Documents. The Company has not provided Documents filed with the Commission since December 31, 2002 and prior to the Purchaser any material non-public information or other information whichdate hereof. As of their respective dates of filing, according to applicable law, rule or regulation, 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. None of 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 them, and, as of their respective dates of filing, 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 United States generally accepted accounting principles (“GAAP”) 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. (a) 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 by it with the CommissionDocuments. At the request of such Purchaser, the The Company has delivered or made available to each of the Purchaser via XXXXX true and complete copies of the Commission DocumentsDocuments filed with or furnished to the Commission prior to the Effective Date (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 material non-public information or other information which, according to applicable law, rule or regulation, 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. None of the Commission Documents 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 statements, together with the related notes and schedules, 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 United States generally accepted accounting principles (“GAAP”) 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).

Appears in 1 contract

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

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Commission Documents, Financial Statements. The Since July 27, 2023, the Company has timely filed all Commission Documents required (giving effect to be filed by it permissible extensions in accordance with Rule 12b-25 under the Commission. At the request of such Purchaser, the Company has delivered or made available to each of the Purchaser true and complete copies of the Commission DocumentsExchange Act). The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required to 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. None 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 them, and, as of their 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 United States generally accepted accounting principles (“GAAP”) 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: Security Purchase Agreement (Surf Air Mobility Inc.)

Commission Documents, Financial Statements. The Company has timely filed all Commission Documents required (giving effect to be filed by it permissible extensions in accordance with Rule 12b-25 under the Commission. At the request of such Purchaser, the Company has delivered or made available to each of the Purchaser true and complete copies of the Commission DocumentsExchange Act). The Company has not provided to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was required to 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. None 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 them, and, as of their 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 United States generally accepted accounting principles (“GAAP”) 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 (CITIC Capital Acquisition Corp.)

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