Company Reports. At least since January 1, 2008, the Company and the Company Subsidiaries have filed all reports, proxy statements and other documents required to have been filed with the SEC (the “Company Reports”), including under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have paid all material fees and assessments due and payable in connection therewith. When they were filed, the Company Reports complied in all material respects with the applicable rules, regulations and forms promulgated by the SEC and none of the Company Reports, when filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. The Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Company 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied in all material respects with the requirements of the form on which it was filed and, when it was filed, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding comments from the SEC with respect to any Company Report other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements and disclosures made in those consolidated financial statements regarding the February 2011 sale of loans from FirstBank to a joint venture majority owned by PRLP Ventures LLC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002.
Appears in 2 contracts
Samples: Investment Agreement (First Bancorp /Pr/), Investment Agreement (First Bancorp /Pr/)
Company Reports. At least since Since January 1, 2008, the Company and the Company Subsidiaries have filed all reports, proxy statements, registration statements and other documents required to have been filed with the SEC (the “Company Reports”), including under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have paid all material fees and assessments due and payable in connection therewith. When they were filed, the Company Reports complied in all material respects with the applicable statutes, rules, regulations and forms promulgated by forms. In the SEC and case of each such Company Report filed with or furnished to the SEC, none of the Company Reports, when filedfiled or furnished, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. The Without limiting the generality of what is said in the preceding sentence, the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Company 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied in all material respects with the requirements of the form on which it was filed and, when it was filed, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding comments from the SEC with respect to any Company Report other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements and disclosures made in those consolidated financial statements regarding the February 2011 sale of loans from FirstBank to a joint venture majority owned by PRLP Ventures LLC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002.
Appears in 2 contracts
Samples: Investment Agreement (First Bancorp /Pr/), Investment Agreement (First Bancorp /Pr/)
Company Reports. At least since Since January 1, 2008, the Company and the Company Subsidiaries have filed all reports, proxy statements, registration statements and other documents required to have been filed with the SEC (the “Company Reports”), including under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have paid all material fees and assessments due and payable in connection therewith. When they were filed, the Company Reports complied in all material respects with the applicable statutes, rules, regulations and forms promulgated by forms. In the SEC and case of each such Company Report filed with or furnished to the SEC, none of the Company Reports, when filedfiled or furnished, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. The Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Company 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied in all material respects with the requirements of the form on which it was filed and, when it was filed, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding comments from the SEC with respect to any Company Report other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements and disclosures made in those consolidated financial statements regarding the February 2011 sale of loans from FirstBank to a joint venture majority owned by PRLP Ventures LLC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002.
Appears in 2 contracts
Samples: Investment Agreement (First Bancorp /Pr/), Investment Agreement (First Bancorp /Pr/)
Company Reports. At least since January Since July 1, 20081995, the Company has filed with the Securities and Exchange Commission (the Company Subsidiaries have filed "SEC") all forms, reports, proxy schedules, statements and other documents required to have been be filed by it with the SEC pursuant to the Exchange Act, the Securities Act and the SEC's rules and regulations thereunder (collectively, including, without limitation, all exhibits, financial statements and schedules included with such documents, the "Company Reports"). The Company has delivered or made available to Purchaser each Company Report, each in the form (including exhibits and any amendments thereto) filed with the SEC SEC. At the time filed (or, if amended, at the “Company Reports”time of such amended filing), including under or in the Securities Exchange Act case of 1934registration statements, as amended (the “Exchange Act”), and have paid all material fees and assessments due and payable in connection therewith. When they were filedon their respective effective dates, the Company Reports (i) complied as to form in all material respects with the applicable rules, regulations and forms promulgated by the SEC and none requirements of the Company ReportsSecurities Act, when filedthe Exchange Act, contained an and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made in ittherein, in the light of the circumstances under which they were made, not misleading. The Company’s Annual Report on Form 10-K for Each of the year ended December 31, 2010 (consolidated balance sheets of the “Company 10-K”) and its Quarterly Report on Form 10-Q for included in the quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied Company Reports fairly presents in all material respects with the requirements of the form on which it was filed and, when it was filed, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding comments from the SEC with respect to any Company Report other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements and disclosures made in those consolidated financial statements regarding the February 2011 sale of loans from FirstBank to a joint venture majority owned by PRLP Ventures LLC. No executive officer position of the Company has failed in any respect to make and the certifications required Subsidiaries as of him or her under Section 302 or 906 its date, and each of the Xxxxxxxx-Xxxxx Act consolidated statements of 2002operations, changes in stockholders' equity and cash flows of the Company included in the Company Reports fairly presents in all material respects the results of operations, changes in stockholders' equity or cash flows of the Company and the Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.
Appears in 1 contract
Samples: Merger Agreement (Osullivan Industries Holdings Inc)
Company Reports. At least since Since January 1, 2008, the Company and the Company Subsidiaries have filed all reports, proxy statements and other documents required to have been filed with the SEC (the “Company Reports”), including under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have paid all material fees and assessments due and payable in connection therewith. When they were filed, the Company Reports complied in all material respects with the applicable rules, regulations and forms promulgated by the SEC SEC, and none of the Company Reports, when filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. The Without limiting the generality of what is said in the preceding sentence, the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Company 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (the “March 10-Q”) which were filed with the SEC, including any documents incorporated by reference in them, each complied in all material respects with the requirements of the form on which it was filed and, when it was filed, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in it, in light of the circumstances under which they were made, not misleading. As of the date of this the Investor’s Subscription Agreement, there are no outstanding comments from the SEC with respect to any Company Report other than oral inquiries regarding the accounting for and presentation in the consolidated financial statements and disclosures made in those consolidated financial statements regarding the February 2011 sale of loans from FirstBank to a joint venture majority owned by PRLP Ventures LLC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002.
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