Commission Reporting and Compliance. (a) Sona filed a Form 10-SB12G on November 30, 1999, which made Sona an Exchange Act company on January 29, 2000. Since that date, Sona has filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. (b) Sona has delivered to Sibling (or Sibling can obtain same from the Commission web site at xxx.xxx.xxx) true and complete copies of the registration statements, information statements and other reports (collectively, “Sona’s Commission Documents”) filed by the Sona with the Commission. None of Sona’s Commission Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 2.30(c), Sona has not filed, and nothing has occurred with respect to which Sona would be required to file, any report on Form 8-K since June 20, 2006. Prior to and until the Closing, Sona will provide to Sibling copies of any and all amendments or supplements to Sona’s Commission Documents filed with the Commission since June 20, 2006 and all subsequent registration statements and reports filed by Sona subsequent to the filing of Sona’s Commission Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by Sona with the Commission or delivered to the stockholders of Sona. (d) Sona is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Sona Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol “SDVC,” and Sona is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Sona Stock. (f) Between the date hereof and the Closing Date, Sona shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Act. (g) To the best knowledge of Sona, Sona has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws. (h) Sona is a “blank check company” subject to the requirements of Rule 419 of the Securities Act.
Appears in 3 contracts
Samples: Acquisition Agreement (Sona Development Corp), Acquisition Agreement (Sona Development Corp), Acquisition Agreement (Sona Development Corp)
Commission Reporting and Compliance. (a) Sona Sibling filed a registration statement on Form 10-SB12G SB-2 under the Securities Act which became effective on November 30March 15, 1999, which made Sona an Exchange Act company on January 29, 20002001. Since that date, Sona Sibling has filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Sibling has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act.
(b) Sona Sibling has delivered to Sibling (or Sibling can obtain same from the Commission web site at xxx.xxx.xxx) Sona true and complete copies of the registration statements, information statements and other reports (or Sona can obtain same from the Commission web site at xxx.xxx.xxx) (collectively, “SonaSibling’s Commission Documents”) filed by the Sona Sibling with the Commission. None of SonaSibling’s Commission Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Notwithstanding this representation, Sibling is in the process of responding to Commission questions regarding its June 30, 2005 Form 10-KSB and September 30, 2005 Form 10-QSB.
(c) Except as set forth on Schedule 2.30(c3.5(c), Sona Sibling has not filed, and nothing has occurred with respect to which Sona Sibling would be required to file, any report on Form 8-K since June 206, 2006. , except with respect to the issuance of a debenture being issued in the amount of $650,000 (the “RHS Debenture”) on or about June 26, 2006 substantially in the form represented in Exhibit G. Prior to and until the Closing, Sona Sibling will provide to Sibling Sona copies of any and all amendments or supplements to SonaSibling’s Commission Documents filed with the Commission since June 2023, 2006 and all subsequent registration statements and reports filed by Sona Sibling subsequent to the filing of SonaSibling’s Commission Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by Sona the Sibling with the Commission or delivered to the stockholders of SonaSibling.
(d) Sona Sibling is not an investment company within the meaning of Section 3 of the Investment Company Act.
(e) The shares of Sona Sibling Common Stock are not quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol “SDVC,” and Sona is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Sona Stockany quotation system or traded on any exchange system.
(f) Between the date hereof and the Closing Date, Sona Sibling shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Actlaws.
(g) To the best knowledge of SonaSibling, Sona Sibling has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.
(h) Sona Sibling is not a “blank check company” subject to the requirements of Rule 419 of the Securities Act.
Appears in 3 contracts
Samples: Acquisition Agreement (Sona Development Corp), Acquisition Agreement (Sona Development Corp), Acquisition Agreement (Sona Development Corp)
Commission Reporting and Compliance. (a) Sona filed a Form 10-SB12G on November 30, 1999, which made Sona an Exchange Act company on January 29, 2000. Since that date, Sona Parent has filed with the Commission all registration statements, proxy statements, information statements statements, reports, schedules, forms, and reports exhibits required to be filed by the Parent with the Commission pursuant to the Exchange Act and all exhibits included therein and financial statements and schedules thereto. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 under the Exchange Act.
(b) Sona Parent has delivered made available to Sibling (or Sibling can obtain same from the Commission web site at xxx.xxx.xxx) Company true and complete copies of the registration statements, information statements and other reports reports, schedules, forms, and exhibits (collectively, the “Sona’s Commission Parent SEC Documents”) filed by Parent with the Sona Commission. As of their respective dates, the Parent SEC Documents were prepared in accordance and complied in all respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Parent SEC Documents, with each such Parent SEC Report having been filed on a timely basis within the time period it was required to be filed with the Commission. None of Sona’s Commission the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Except for matters disclosed in the Parent SEC Documents and the information to be disclosed in connection with or as a result of the Transactions, Parent is not aware of any Form 8-K filing it will have to file within four (4) business days following the Closing.
(c) Except as set forth on Schedule 2.30(c), Sona has not filed, and nothing has occurred with respect to which Sona would be required to file, any report on Form 8-K since June 20, 2006. Prior to and until the Closing, Sona Parent will provide to Sibling the Company copies of any and all amendments or supplements to Sona’s Commission the Parent SEC Documents filed with the Commission since June 20, 2006 and all subsequent registration statements and reports reports, schedules, forms, and exhibits filed by Sona Parent subsequent to the filing of Sona’s Commission the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by Sona the Parent with the Commission or delivered to the stockholders of SonaParent.
(d) Sona Parent is not, and will not be after the Closing Date, an “investment company company” or a person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended.
(e) The shares of Sona Parent Common Stock are quoted traded on the Over-the-Counter (OTC) Bulletin Board OTCQB marketplace under the symbol “SDVC,” AMRH”, and Sona Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets Group applicable to it and the Sona Parent Common Stock.
(f) Between the date hereof and the Closing Date, Sona Parent shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities ActOTCQB marketplace.
(g) To the best knowledge of SonaParent, Sona Parent has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.
(h) Sona is a “blank check company” subject to the requirements of Rule 419 of the Securities Act.
Appears in 1 contract
Commission Reporting and Compliance. (a) Sona filed a Form 10-SB12G on November 30, 1999, which made Sona an Exchange Act company on January 29, 2000. Since that date, Sona has filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act.
(b) Sona has delivered to Sibling (or Sibling can obtain same from the Commission web site at xxx.xxx.xxxwxx.xxx.xxx) true and complete copies of the registration statements, information statements and other reports (collectively, “Sona’s Commission Documents”) filed by the Sona with the Commission. None of Sona’s Commission Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading.
(c) Except as set forth on Schedule 2.30(c), Sona has not filed, and nothing has occurred with respect to which Sona would be required to file, any report on Form 8-K since June 20, 2006. Prior to and until the Closing, Sona will provide to Sibling copies of any and all amendments or supplements to Sona’s Commission Documents filed with the Commission since June 20, 2006 and all subsequent registration statements and reports filed by Sona subsequent to the filing of Sona’s Commission Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by Sona with the Commission or delivered to the stockholders of Sona.
(d) Sona is not an investment company within the meaning of Section 3 of the Investment Company Act.
(e) The shares of Sona Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol “SDVC,” and Sona is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Sona Stock.
(f) Between the date hereof and the Closing Date, Sona shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Act.
(g) To the best knowledge of Sona, Sona has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.
(h) Sona is a “blank check company” subject to the requirements of Rule 419 of the Securities Act.
Appears in 1 contract
Samples: Acquisition Agreement (Sibling Entertainment Group, Inc.)
Commission Reporting and Compliance. (a) Sona Sibling filed a registration statement on Form 10-SB12G SB-2 under the Securities Act which became effective on November 30March 15, 1999, which made Sona an Exchange Act company on January 29, 20002001. Since that date, Sona Sibling has filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Sibling has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act.
(b) Sona Sibling has delivered to Sibling (or Sibling can obtain same from the Commission web site at xxx.xxx.xxx) Sona true and complete copies of the registration statements, information statements and other reports (or Sona can obtain same from the Commission web site at wxx.xxx.xxx) (collectively, “SonaSibling’s Commission Documents”) filed by the Sona Sibling with the Commission. None of SonaSibling’s Commission Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Notwithstanding this representation, Sibling is in the process of responding to Commission questions regarding its June 30, 2005 Form 10-KSB and September 30, 2005 Form 10-QSB.
(c) Except as set forth on Schedule 2.30(c3.5(c), Sona Sibling has not filed, and nothing has occurred with respect to which Sona Sibling would be required to file, any report on Form 8-K since June 206, 2006. , except with respect to the issuance of a debenture being issued in the amount of $650,000 (the “RHS Debenture”) on or about June 26, 2006 substantially in the form represented in Exhibit G. Prior to and until the Closing, Sona Sibling will provide to Sibling Sona copies of any and all amendments or supplements to SonaSibling’s Commission Documents filed with the Commission since June 2023, 2006 and all subsequent registration statements and reports filed by Sona Sibling subsequent to the filing of SonaSibling’s Commission Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by Sona the Sibling with the Commission or delivered to the stockholders of SonaSibling.
(d) Sona Sibling is not an investment company within the meaning of Section 3 of the Investment Company Act.
(e) The shares of Sona Sibling Common Stock are not quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol “SDVC,” and Sona is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Sona Stockany quotation system or traded on any exchange system.
(f) Between the date hereof and the Closing Date, Sona Sibling shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Actlaws.
(g) To the best knowledge of SonaSibling, Sona Sibling has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.
(h) Sona Sibling is not a “blank check company” subject to the requirements of Rule 419 of the Securities Act.
Appears in 1 contract
Samples: Acquisition Agreement (Sibling Entertainment Group, Inc.)