Common use of Company SEC Documents Clause in Contracts

Company SEC Documents. Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such date, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) 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, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Company SEC Documents. Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such date, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (i) 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, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.. 4.11

Company SEC Documents. Company has timely filed with Except as set forth on Schedule 3.11, the Commission all Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such datedocuments, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC DocumentsDocuments and the Draft Filings, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed or when filed in the case of the Draft Filings (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectivelyextent corrected by a subsequent Company SEC Document) (i) did do 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, and (ii) complied comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) complied comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (v) fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Company SEC Documents. Except as disclosed in the Company has timely filed with SEC Documents, since January 1, 2016, the Commission all Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all such documents filed since such dateprior to the date hereof, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectivelyeffectiveness) (iexcept to the extent corrected by a subsequent Company SEC Document) (a) 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 mademade in the case of any such documents other than a registration statement, not misleading, and (iib) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , and (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyc) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, . The financial statements of the Company and other financial information included in the Company SEC Documents were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. The independent auditor of the Company as of the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Company SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) based on an annual evaluation of disclosure controls and procedures, except as set forth in the Company SEC Documents, the Company is not aware of (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

Company SEC Documents. Except as disclosed in the Company has timely filed with SEC Documents, since March 31, 2016, the Commission all Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all such documents filed since such dateprior to the date hereof, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectivelyeffectiveness) (iexcept to the extent corrected by a subsequent Company SEC Document) (a) 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 mademade in the case of any such documents other than a registration statement, not misleading, and (iib) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , and (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyc) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, . The financial statements and other financial information of the Company included in the Company SEC Documents were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. The independent auditor of the Company as of the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in extensible Business Reporting Language included or incorporated by reference in the Company SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) based on an annual evaluation of disclosure controls and procedures, except as set forth in the Company SEC Documents, the Company is not aware of (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

Company SEC Documents. The Company has timely filed with the Securities and Exchange Commission (the "Commission") all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 its initial public offering under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or the Securities Act (all documents filed such documents, as supplemented and amended since such datethe time of filing, collectively collectively, the "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) 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 thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The To the best of Company's knowledge, the financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, any stock exchange or market or any other comparable governmental authority.

Company SEC Documents. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such datedocuments, collectively "Company SEC Documents"). The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included thereintherein (the "Company Financial Statements"), at the time filed (in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (except to the extent corrected by a subsequently filed Company SEC Document filed prior to the date hereof) (i) 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, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of the Company as at of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

Company SEC Documents. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or since the Securities Act filing of its Form 8-A12G on August 10, 2005 (all such documents filed since such dateon or prior to the date of this Agreement, collectively "collectively, the “the Company SEC Documents"”). The Company SEC Documents, including, without limitation, including any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (in except to the case extent corrected by a subsequently filed the Company SEC Document filed prior to the date of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectivelythis Agreement) (i) 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, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q QSB of the Commission), ) and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Company as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Xxx, Xxxxxxxx & Xxxxxxx, L.L.P. is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Company SEC Documents. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 1998 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or the Securities Act of 1933, as amended, (all documents filed the "Securities Act") (such documents, as supplemented and amended since such datethe time of filing, collectively collectively, the "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) 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, and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The Except as set forth in Section 3.7 of the Company Disclosure Schedule, the financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. Except as disclosed in the Company has timely filed with SEC Documents, since January 1, 2015, the Commission all Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all such documents filed since such dateprior to the date hereof, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectivelyeffectiveness) (iexcept to the extent corrected by a subsequent Company SEC Document) (a) 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 mademade in the case of any such documents other than a registration statement, not misleading, and (iib) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , and (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyc) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, . The financial statements of the Company and other financial information included in the Company SEC Documents were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. The independent auditor of the Company as of the date of the most recent audited balance sheet of the Company is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as 13 independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. Since the date of the most recent balance sheet of the Company audited by such auditor, (i) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Company SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto and (ii) based on an annual evaluation of disclosure controls and procedures, except as set forth in the Company SEC Documents, the Company is not aware of (x) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting that are likely to adversely affect its ability to record, process, summarize and report financial data or (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company.

Company SEC Documents. The Company has timely filed with the Commission all forms, registrations and proxy statements, reports, schedules schedules, statements and statements other documents required to be filed by it since December 31, 1996 1998 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") or the Securities Act (all documents filed such documents, as supplemented and amended since such datethe time of filing, collectively collectively, the "Company SEC Documents"). The Company SEC Documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, solely on the dates of effectiveness and the dates of mailing, respectively) (ia) 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 thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (iib) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the date dates of effectiveness and the date dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present presented (subject subject, in the case of the unaudited statements interim financial statements, to normal, recurring and year-end audit adjustments) adjustments consistent with past practice), in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc., any stock exchange or any other comparable Governmental Authority.

Company SEC Documents. Company has timely filed with the Commission all The Company’s forms, registrations and proxy registration statements, reports, schedules and statements required to be filed by it since December 31, 1996 under the Exchange Act or the Securities Act (all documents filed since such datedocuments, collectively "the “Company SEC Documents")”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements and proxy statements, solely on the dates of effectiveness and effectiveness) (except to the dates of mailing, respectivelyextent corrected by a subsequent Company SEC Document) (i) 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, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of Company included in the Company SEC Documents at the time filed , (and, in the case of registration statements and proxy statements, on the date of effectiveness and the date of mailing, respectivelyiii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (v) fairly present (subject in the case of unaudited statements to normal, normal and recurring and year-end audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as at of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.