Common use of Commission Documents Clause in Contracts

Commission Documents. (a) The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since December 31, 2020, including, without limitation, the Annual Report on Form 10-K filed by the Company for its fiscal year ended December 31, 2020 (the “2020 Form 10-K”), for the twelve months preceding the date of this Agreement (the “Commission Documents”). The Company has delivered or made available to the Buyer via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the First Tranche Closing Date (including, without limitation, the 2020 Form 10-K). As of its filing date, each Commission Document filed with or furnished to the Commission prior to the First Tranche Closing Date (including, without limitation, the 2020 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the First Tranche Closing Date, on the date of such amended or superseded filing). The Company has delivered or made available to the Buyer via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the First Tranche Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Adial Pharmaceuticals, Inc.), Stock Purchase Agreement (Adial Pharmaceuticals, Inc.)

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Commission Documents. (a) The Company Since January 1, 2020, the Seller has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act all reports, schedules, registrations, forms, statements, information statements and other documents required to be filed by it with or furnished to the U.S. Securities and Exchange Commission by (the Company “Commission”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including all material filed with or furnished to the Commission pursuant to Section 13(a), 13(c), 14 ) or 15(d) of the Exchange ActAct (all of the foregoing, since December 31including filings incorporated by reference therein, 2020, including, without limitation, the Annual Report on Form 10-K filed by the Company for its fiscal year ended December 31, 2020 (the “2020 Form 10-K”), for the twelve months preceding the date of this Agreement (being referred to herein as the “Commission Documents”). The Company has delivered or made available to the Buyer via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the First Tranche Closing Date (including, without limitation, the 2020 Form 10-K). As of its filing date, each Commission Document filed with or furnished to the Commission prior to the First Tranche Closing Date (includingsince January 1, without limitation2020, the 2020 Form 10-K) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the First Tranche Closing Dateinformation disclosed and incorporated by reference therein, on no such Commission Document since January 1, 2020, 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 date statements therein, in light of such amended or superseded filing)the circumstances under which they were made, not misleading. The Company has delivered or made available to As of their respective dates, the Buyer via XXXXX or otherwise true and complete copies financial statements of all comment letters and substantive correspondence received by the Company from the Commission relating to Seller included in the Commission Documents 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 furnished other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with 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 Commission 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 Seller as of the First Tranche Closing Datedates thereof and the results of operations and cash flows for the periods then ended (subject, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness case of any registration statement filed by the Company under the Securities Act or the Exchange Act.unaudited statements, to normal year-end audit adjustments)

Appears in 1 contract

Samples: Royalty Purchase Agreement (MorphoSys AG)

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Commission Documents. (a) The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since December 31, 20202019, including, without limitation, the Annual Report on Form 10-K filed by the Company for its fiscal year ended December 31, 2020 2019 (the “2020 2019 Form 10-K”), for the twelve months preceding the date of this Agreement (the “Commission Documents”). The Company has delivered or made available to the Buyer via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the First Tranche Closing Date (including, without limitation, the 2020 2019 Form 10-K). As of its filing date, each Commission Document filed with or furnished to the Commission prior to the First Tranche Closing Date (including, without limitation, the 2020 2019 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the First Tranche Closing Date, on the date of such amended or superseded filing). The Company has delivered or made available to the Buyer via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the First Tranche Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Adial Pharmaceuticals, Inc.)

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