Common use of Company SEC Documents; Financial Statements Clause in Contracts

Company SEC Documents; Financial Statements. (a) Since December 31, 2021 (the “Applicable Date”), the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Company SEC Documents”). As of their respective dates, each of the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Earthstone Energy Inc), Agreement and Plan of Merger (Earthstone Energy Inc), Agreement and Plan of Merger (Permian Resources Corp)

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Company SEC Documents; Financial Statements. (a) Since December 31February 1, 2021 (the “Applicable Date”)2021, the Company has filed or furnished with the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements documents and documents reports required to be filed or furnished under prior to the Securities Act or date hereof by it with the Exchange ActSEC (together with any amendments, respectively (such forms, reports, certifications, schedules, statements exhibits and documents, collectivelyschedules thereto and other information incorporated therein, the “Company SEC Documents”). As of their respective dates, each or, if amended, as of the date of the last such amendment, the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company SEC Documents contained, when at the time it was filed by the Company (or, if amended prior to the date of this Agreementamended, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain last amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Home Point Capital Inc.), Agreement and Plan of Merger (Mr. Cooper Group Inc.)

Company SEC Documents; Financial Statements. (a) Since December 31, 2021 (the “Applicable Date”), the The Company has filed or furnished with the SEC, on a timely basis, SEC Documents constitute all forms, reportsreports or documents (including all exhibits and other information incorporated therein, certifications, schedules, statements amendments and documents supplements thereto) in each case required to be filed or furnished prior to the date of this Agreement by the Acquired Companies with the SEC under any of the Securities Act, the Exchange Act or the Exchange ActIndenture, respectively as applicable, since January 1, 2013 (such forms, reports, certifications, schedules, statements and documents, collectively, the “Company SEC DocumentsApplicable Date”). As of their respective dates, each or, if amended, as of the date of the last such amendment, the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes Oxley Act of 2002 (the “Sarbanes Oxley Act”) and the Xxxxxxxx-Xxxxx ActIndenture, as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of the SEC thereunder applicable to any such Company SEC Documentsfiling, and none of the Company SEC Documents contained, when filed at the time of filing (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made, or are to be made, not misleading. Other than under the Indenture, none of the Acquired Companies is required to file any reports or forms with the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Affinia Group Intermediate Holdings Inc.)

Company SEC Documents; Financial Statements. (a) Since December 31, 2021 (the “Applicable Date”)2021, the Company has filed or furnished with the SEC, on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively respectively, (such forms, reports, certifications, schedules, statements and documents, collectively, the “Company SEC Documents”). As of their respective dates, each of the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to periodic reporting requirements of the Exchange Act other than as part of the Company’s consolidated group or required to file any form, report or other document with the SEC, the NYSE, any other stock exchange or comparable Governmental Entity other than routine and ordinary filings (such as filings regarding ownership holdings or transfers).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Southwestern Energy Co)

Company SEC Documents; Financial Statements. (a) Since December 31January 1, 2021 (the “Applicable Date”)2019, the Company has has, in all material respects, filed or furnished with the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements documents and documents reports required to be filed or furnished under prior to the Securities Act or date hereof by it with the Exchange ActSEC (together with any amendments, respectively (such forms, reports, certifications, schedules, statements exhibits and documents, collectivelyschedules thereto and other information incorporated therein, the “Company SEC Documents”). As of their respective dates, each or, if amended, as of the date of the last such amendment, the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company SEC Documents contained, when at the time it was filed by the Company (or, if amended prior to the date of this Agreementamended, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain last amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corelogic, Inc.)

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Company SEC Documents; Financial Statements. (a) Since December 31January 1, 2021 (the “Applicable Date”)2019, the Company has filed or furnished with the SEC, on a timely basis, SEC all forms, reports, certifications, schedules, statements documents and documents reports required to be filed or furnished under prior to the Securities Act or date hereof by it with the Exchange ActSEC (together with any amendments, respectively (such forms, reports, certifications, schedules, statements exhibits and documents, collectivelyschedules thereto and other information incorporated therein, the “Company SEC Documents”). As of their respective dates, each or, if amended, as of the date of the last such amendment, the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company SEC Documents contained, when at the time it was filed by the Company (or, if amended prior to the date of this Agreementamended, as of the date of such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain last amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading; provided, however, in each case, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company with the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Servicesource International, Inc.)

Company SEC Documents; Financial Statements. (a) Since December 31February 4, 2021 (the “Applicable Date”)2011, the Company has filed with or furnished with otherwise transmitted to the SEC, on a timely basis, SEC all material forms, reports, certificationsstatements, schedules, statements reports or other documents (including exhibits and documents all information incorporated by reference therein) required to be filed or furnished under by the Securities Act Company with or to the Exchange Act, respectively SEC (such forms, reports, certifications, schedules, statements and documents, collectively, the “Company SEC Documents”). As of their respective dates, each or, if amended, prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents, as amended, complied, or if not yet filed or furnished, will comply, as to form Documents complied in all material respects with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder applicable to such Company SEC Documentspromulgated thereunder, and none of the Company SEC Documents contained, when at the time it was filed (or, if amended amended, prior to the date of this Agreementhereof, as of the date of the last such amendment with respect to those disclosures that are amended), or if filed with or furnished to the SEC subsequent to the date of this Agreement, will contain amendment) contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, documents, statements, certifications or reports with the SEC. There are no outstanding or unresolved comments in comment letters received from the SEC by the Company. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MModal Inc.)

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