Company SEC Documents. Except as set forth in Section 3.01(g) of the Company Disclosure Schedule, the Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since October 1, 2002 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 statements therein, in light of the circumstances under which they were made, not misleading. The Company SEC Documents identify all transactions required to bedisclosed pursuant to Item 404 of Regulation S-K ("Related Party Transactions"and any person described in Item 404 of Regulation S-K, a "Related Party"). As of the date hereof, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact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
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Action Performance Companies Inc), Agreement and Plan of Merger (International Speedway Corp)
Company SEC Documents. Except as set forth in Section 3.01(g(i) of the Company Disclosure Schedule, the The Company has filed with the SEC all registration statements, proxy statements and other statements, reports, schedules, forms, statements forms and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company with the SEC since October January 1, 2002 2009 through the date of this Agreement, and all amendments thereto (the "“Company SEC Documents"”). The Company has offered to make available to the Purchaser accurate and complete copies of each Company SEC Document (including each exhibit thereto) that is not publicly available through XXXXX. None of the Company’s Subsidiaries is required to file any documents with the SEC. As of their respective datesthe time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, ) and the applicable rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, thereunder; and (ii) none of the Company SEC Documents 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 statements therein, in the light of the circumstances under which they were made, not misleading. The Company SEC Documents identify all transactions required to bedisclosed pursuant to Item 404 of Regulation S-K ("Related Party Transactions"and any person described in Item 404 of Regulation S-K, a "Related Party"). As Each of the date hereof, management has not determined that it will have, as certifications and statements required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of September 30, 2005, a material weakness in its internal controls. Except the Xxxxxxxx-Xxxxx Act); or (C) any other rule or regulation promulgated by the SEC or applicable to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits (collectively, the “Certifications”) are accurate and complete, and comply as to state any 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, notform and content with all applicable laws.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Sprint Nextel Corp), Bond Purchase Agreement (Starburst II, Inc.)
Company SEC Documents. Except as set forth in Section 3.01(g(i) of the Company Disclosure Schedule, the The Company has filed with or furnished to the SEC, on a timely basis, all forms, reports, schedulesstatements, forms, statements certifications and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by it with the Company SEC since October 1June 26, 2002 2009 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Company SEC Documents"”). As of their respective dateseffective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the “Securities Act”)) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 1933, as amended 2002 (the "Securities “Xxxxxxxx-Xxxxx Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment, with respect to the disclosures that are amended) 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 statements therein, in light of the circumstances under which they were made, not misleading. The Company SEC Documents identify all transactions required to bedisclosed pursuant to Item 404 of Regulation S-K ("Related Party Transactions"and any person described in Item 404 of Regulation S-K, a "Related Party"). As of the date hereofof this Agreement, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none no Subsidiary of the Company SEC Documents contains any untrue statement is subject to the reporting requirements of a material fact Section 13(a) or omits to state any material fact required to be stated therein or necessary in order to make 15(d) under the statements therein, in light of the circumstances under which they were made, notExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nobel Learning Communities Inc)
Company SEC Documents. Except as set forth in Section 3.01(g) of the Company Disclosure Schedule, the Company has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed by the Company since October 1, 2002 (the "“Company SEC Documents"”). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), or the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents 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 statements therein, in light of the circumstances under which they were made, not misleading. The Company SEC Documents identify all transactions required to bedisclosed be disclosed pursuant to Item 404 of Regulation S-K ("“Related Party Transactions"and Transactions” and any person described in Item 404 of Regulation S-K, a "“Related Party"”). As of the date hereof, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any 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
Appears in 1 contract
Samples: Agreement and Plan of Merger (Speedway Motorsports Inc)
Company SEC Documents. Except as set forth in Section 3.01(g) of the The Company Disclosure Schedule, the Company has and PanAmSat Corporation have filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated thereinby reference) with the SEC required to be filed by it with the Company SEC since October January 1, 2002 (collectively, the "Company COMPANY SEC DocumentsDOCUMENTS"). As of their respective dates, the The Company SEC Documents (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities ActSECURITIES ACT"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained each as in effect on the date so filed, and (ii) did not at the time they were filed 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 therein, in the light of the circumstances under which they were made, not misleading. The Company SEC Documents identify all transactions required to bedisclosed pursuant to Item 404 of Regulation S-K ("Related Party Transactions"and any person described in Item 404 of Regulation S-K, a "Related Party"). As of the date hereof, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except except to the extent that information contained in any corrected by a subsequently filed Company SEC Document has been revised filed and publicly available prior to the date of this Agreement (including any financial statements or superseded other documentation incorporated by a later-filed Company SEC Document, none reference therein). No Subsidiary of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact (other than PanAmSat Corporation) is required to be stated therein file any form, report or necessary in order to make other document with the statements therein, in light of the circumstances under which they were made, notSEC.
Appears in 1 contract
Samples: Merger Agreement (Intelsat LTD)
Company SEC Documents. Except as set forth in Section 3.01(g(a) of the Company Disclosure Schedule, the The Company has filed on a timely basis all material reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the SEC required to be filed with the SEC by the Company since October 1April 30, 2002 2011 (collectively, the "“Company SEC Documents"”). As of their respective datesfiling dates (or, if amended, supplemented or superseded by a later-filed Company SEC Document as of the date of such amendment, supplement or superseding document), (i) the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and including the rules and regulations of promulgated thereunder, the SEC promulgated thereunder “Securities Act”) and the Exchange Act applicable to such Company SEC Documents, and (ii) none of the Company SEC Documents 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 statements therein, in light of the circumstances under which they were made, not misleading. The ; provided, however, that no representation or warranty is made as to the accuracy of any financial projections or forward-looking statements, or the completeness of any information furnished by the Company to the SEC Documents identify all transactions required to bedisclosed pursuant to Item 404 solely for the purpose of complying with Regulation S-K ("Related Party Transactions"and any person described in Item 404 of Regulation S-K, a "Related Party")FD promulgated under the Exchange Act. As of the date hereofof this Agreement, management has not determined that it will have, as there are no outstanding or unresolved comments in comment letters received from the SEC or its staff. None of September 30, 2005, a material weakness in its internal controls. Except the Company’s Subsidiaries is subject to the extent that information contained in any Company SEC Document has been revised reporting requirements of Section 13(a) or superseded by a later-filed Company SEC Document, none of 15(d) under the Company SEC Documents contains any untrue statement of a material fact or omits to state any 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, notExchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flow International Corp)
Company SEC Documents. Except as set forth in Section 3.01(g) of the Company Disclosure Schedule, the The Company has filed or furnished on a timely basis all reports, schedules, forms, statements and other documents reports (including exhibits and all other information incorporated thereinby reference) with the SEC and other documents and information required to be filed or furnished by it with the Company SEC since October January 1, 2002 (collectively, the "“Company SEC Documents"”). As None of their respective dates, the Company SEC Documents is the subject of any confidential treatment request by the Company. The Company SEC Documents (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (together with the "rules and regulations promulgated thereunder, the “Securities Act"”), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained each as in effect on the date so filed, and (ii) did not at the time they were filed 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 therein, in the light of the circumstances under which they were made, not misleading. The , except to the extent corrected by a subsequently filed Company SEC Documents identify all transactions required Document filed and publicly available prior to bedisclosed pursuant to Item 404 the date of Regulation S-K this Agreement ("Related Party Transactions"and including any person described in Item 404 of Regulation S-K, a "Related Party"financial statements or other documentation incorporated by reference therein). As of the date hereofof this Agreement, management has not determined that it will have, as of September 30, 2005, a material weakness there are no outstanding or unresolved comments in its internal controls. Except comment letters received from the SEC staff with respect to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none of the Company SEC Documents contains any untrue statement Documents. No Subsidiary of a material fact or omits to state any material fact the Company is required to be stated therein file any form, report or necessary in order to make other document with the statements therein, in light of the circumstances under which they were made, notSEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apropos Technology Inc)
Company SEC Documents. Except as set forth in Section 3.01(g(a) of the Company Disclosure ScheduleSince January 1, 2016, the Company has filed or furnished all forms, reports, schedules, formsstatements, prospectuses, registration statements and other documents (including exhibits and other information incorporated therein) with the SEC that have been required to be filed or furnished by the Company since October 1, 2002 it pursuant to applicable Laws (the "“Company SEC Documents"Reports”). As of their respective dates, the Each Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act")Report has complied, or the Securities Exchange Act of 1934, as amended (the "Exchange Act")will comply, as the case may be, as of its filing date, in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of Sxxxxxxx-Xxxxx Act, as the SEC promulgated thereunder applicable to case may be, each as in effect on the date that such Company SEC DocumentsReport was, or will be, filed. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not, and none of will not, as the Company SEC Documents contained case may be, contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company SEC Documents identify all transactions required to bedisclosed pursuant to Item 404 of Regulation S-K ("Related Party Transactions"and any person described in Item 404 of Regulation S-K, a "Related Party"). As of the date hereof, management has not determined that it will have, as of September 30, 2005, a material weakness in its internal controls. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-filed Company SEC Document, none No Subsidiary of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact is required to be stated therein file any forms, reports or necessary in order to make documents with the statements therein, in light of the circumstances under which they were made, notSEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelport Worldwide LTD)