Common use of Company SEC Reports Clause in Contracts

Company SEC Reports. Since the Applicable Date, the Company has filed or furnished, as applicable, all forms, reports statements, certifications and documents with the SEC that have been required to be filed or furnished by it under applicable Law prior to the date hereof (all such forms, reports, statements, certifications and documents, together with all exhibits, notes and schedules thereto and all other information incorporated by reference (as the same may have been amended or superseded by a filing prior to the date of this Agreement, if applicable), the “Company SEC Reports”). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed or furnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnished), and (b) each Company SEC Report did not, and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, contain any untrue statement of a material fact or omit to state 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. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC comment.

Company SEC Reports. Since the Applicable Date, the The Company has filed or furnished, as applicable, all forms, reports statements, certifications and documents with the SEC that have been required to be filed or furnished by it under applicable Law or Order prior to the date hereof hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable Law or Order prior to such time (all such forms, reports, statements, certifications reports and documents, together with all exhibits, notes exhibits and schedules thereto and all other information incorporated by reference (as the same may have been amended or superseded by a filing prior to the date of this Agreement, if applicable)thereto, the “Company SEC Reports”). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Each Company SEC Report complied, or if not yet filed or furnished, will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the Exchange Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date such Company SEC Report was was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or furnished are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. The Company has resolved with the staff of the SEC any comments it may have received prior to the date of this Agreement in comment letters to the Company from the staff of the SEC. As of its filing date (or, if not yet filed amended or furnishedsuperseded by a filing prior to the date of this Agreement, in effect on the date of such Company SEC Report will be filed amended or furnishedsuperseded filing), and (b) each Company SEC Report did not, not and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, not contain any untrue statement of a material fact or omit to state 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. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder, including the provisions therein relating to recent acquisitions. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. All such certifications are accurate and complete, except as disclosed in certifications filed with the Company SEC Reports. Neither and neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True As used in this Section 3.6, the term “file” and complete copies of all comment letters from the staff of the SEC relating variations thereof shall be broadly construed to the Company SEC Reports and all written responses of the Company thereto issued include any manner in which a document or filed since the Applicable Date through the date of this Agreement have been information is furnished, supplied or otherwise made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC commentSEC.

Company SEC Reports. Since March 5, 2021, and through the Applicable Datedate of this Agreement, the Company has timely filed or furnished, as applicable, all forms, reports statements, certifications and documents Company SEC Reports with the SEC that have been required to be filed or furnished by it under pursuant to applicable Law Laws prior to the date hereof (all of this Agreement. To the extent that any Company SEC Report available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to Parent the full text of such formsCompany SEC Report. As of their respective filing or furnishing dates or, reports, statements, certifications and documents, together with all exhibits, notes and schedules thereto and all other information incorporated by reference (as the same may have been if amended or superseded by a subsequent filing or furnishing prior to the date of this Agreement, if applicable)as of the date of the last such amendment or superseding filing each of the Company SEC Reports complied (and each Company SEC Report filed after the date of this Agreement will comply) in all material respects with the applicable requirements of the Securities Act, the “Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports”)Report, each as in effect on the date that such Company SEC Report was or will be filed or furnished. As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed or furnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnished), and (b) each Company SEC Report did not, not contain (and any with respect to each Company SEC Report Document filed or furnished to after the SEC subsequent to date hereof of this Agreement, will not, contain not contain) any untrue statement of a material fact or omit to state 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 or are made, not misleading. None No Subsidiary of the Company’s Subsidiaries Company is required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed date hereof, there are no outstanding or unresolved comments in any respect to make comment letters from the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act SEC staff with respect to any Company SEC Report, except as disclosed in certifications filed with of the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to To the Knowledge of the Company, as of the date hereof, none of the Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC commentinvestigation. The Company is in compliance in all material respects with (a) all applicable rules and all current listing and corporate governance requirements of NASDAQ and (b) all applicable rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

Company SEC Reports. Since the Applicable Date, the The Company has filed or furnished, as applicable, all forms, reports reports, schedules, statements, certifications certificates and documents with the SEC that have been required to be filed or furnished furnished, as applicable, by it under applicable Law Laws prior to the date hereof hereof, and the Company will file prior to the Effective Time all forms, reports, schedules, statements, certificates and documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports, schedules, statements, certifications certificates and documents, together with all exhibits, notes and schedules thereto and all other information incorporated by reference (as the same may have been amended or superseded by a filing prior to the date of this Agreement, if applicable)exhibits thereto, the “Company SEC Reports”). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Each Company SEC Report complied, or if not yet filed or furnished, will comply, as the case may be, as of its filing date, in all material respects with the applicable requirements of the Securities Act or Act, the Exchange ActAct and the rules and regulations of the SEC thereunder, as the case may be, each as in effect on the date such Company SEC Report was was, or will be, filed. True and correct copies of all Company SEC Reports filed in the three (3) years prior to the date hereof have been furnished to Newco or furnished are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the SEC. As of its filing date (or, if not yet filed amended or furnishedsuperseded by a filing prior to the date of this Agreement, in effect on the date of such Company SEC Report will be filed amended or furnishedsuperseded filing), and (b) each Company SEC Report did not, not and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, not contain any untrue statement of a material fact or omit to state 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. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither Since the enactment of the Sxxxxxxx-Xxxxx Act, the Company nor any and each of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracyofficers, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreementand, to the Knowledge of the CompanyCompany each of its directors, none have been and are in compliance in all material respects with (A) the applicable provisions of the Company SEC Reports is subject to or Sxxxxxxx-Xxxxx Act and the subject rules and regulations promulgated thereunder and (B) the applicable listing and corporate governance rules and regulations of ongoing SEC review or outstanding SEC commentNASDAQ.

Company SEC Reports. Since the Applicable Date, the The Company has filed or furnished, as applicable, all forms, reports statements, certifications and documents with the SEC that have been required to be filed or furnished by it under applicable Law Laws prior to the date hereof hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable Laws prior to such time (all such forms, reports, statements, certifications reports and documents, together with all exhibits, notes exhibits and schedules thereto and all other information incorporated by reference (as the same may have been amended or superseded by a filing prior to the date of this Agreement, if applicable)thereto, the “Company SEC Reports”). As Each SEC Report complied, or will comply, as the case may be, as of its filing or furnishing date date, as to form (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will complyfiling), in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Sarbanes Oxley Act, as the case may be, each as in effect on the date such SEC Report was, or will be, filed. True and correct copies of all Company SEC Report was Reports filed prior to the date hereof have been furnished to Newco or furnished are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if not yet filed amended or furnishedsuperseded by a filing prior to the date of this Agreement, in effect on the date of such Company SEC Report will be filed amended or furnishedsuperseded filing), and (b) each Company SEC Report did not, not and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, not contain any untrue statement of a material fact or omit to state 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. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Current Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC comment.

Company SEC Reports. Since the Applicable DateSeptember 30, 2006, the Company has timely filed or furnished, as applicable, furnished all forms, reports statements, certifications and documents with the SEC that have been required to be filed or furnished by it under applicable Law Laws prior to the date hereof hereof, and the Company will timely file or furnish prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed or furnished by it under applicable Laws prior to such time (all such forms, reports, statements, certifications reports and documents, together with all exhibits, notes and schedules thereto and all other information incorporated by reference (as the same may have been amended or superseded by a filing prior to the date of this Agreement, if applicable), the “Company SEC Reports”). As Each Company SEC Report was prepared in accordance with and complied, or will be prepared in accordance with and comply, as the case may be, as of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will complydate, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was was, or will be, filed or furnished. True, complete and correct copies of all Company SEC Reports filed prior to the date hereof have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. As of its filing date (or, if not yet filed amended or furnishedsuperseded by a filing prior to the date of this Agreement, in effect on the date of such Company SEC Report will be filed amended or furnishedsuperseded filing), and (b) each Company SEC Report did not, not and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, not contain any untrue statement of a material fact or omit to state 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 misleadingmisleading unless corrected in a later filed Company SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True , and complete copies as of all comment letters from the date hereof, there are no material unresolved comments issued by the staff of the SEC relating with respect to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to the Knowledge of the Company, none any of the Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC commentReports.

Company SEC Reports. Since the Applicable DateThe Company has furnished or filed, on a timely basis, and made available to Parent all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be furnished or filed by the Company has filed or furnishedwith the SEC since January 1, as applicable2022 (collectively the “Company SEC Reports”). The Company SEC Reports, including all forms, reports statements, certifications and documents furnished or filed by the Company with the SEC that have been required to be filed or furnished by it under applicable Law after the Agreement Date and prior to the date hereof Company Merger Effective Time (but excluding the Proxy Statement, Schedule 13E-3 or any other form, report or document furnished or filed with the SEC in connection with the Transactions), (i) were and, in the case of the Company SEC Reports furnished or filed after the Agreement Date, will be, prepared in all such formsmaterial respects in accordance with the applicable requirements of the Securities Act, reportsthe Exchange Act and the Xxxxxxxx-Xxxxx Act, statements, certifications and documents, together with all exhibits, notes and schedules thereto and all other information incorporated by reference (as the same case may have been be, and the rules and regulations thereunder, and (ii) did not at the time they were furnished or filed (or if amended or superseded by a filing prior to the date of this Agreement, if applicablethen on the date of such filing), and in the “case of such forms, reports and documents furnished or filed by the Company with the SEC Reports”). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to after the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates will not as of the relevant meetings, respectively, (a) each Company SEC Report complied, time they are furnished or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed or furnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnished), and (b) each Company SEC Report did not, and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will notfiled, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports There are no outstanding or other documents with the SEC. No executive officer of the Company has failed unresolved comments in any respect to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the SEC or the staff of the SEC relating with respect to any of the Company SEC Reports and all written responses as of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof)Date. As of the date of this Agreement, to To the Knowledge of the Company, none of the Company SEC Reports is subject to or the subject of ongoing SEC review review, outstanding SEC comment or outstanding SEC commentinvestigation. None of the Subsidiaries of the Company are required to file any forms, reports, schedules, statements or other documents with the SEC.

Company SEC Reports. Since the Applicable Date, the The Company has timely filed with or furnishedfurnished to the SEC all registration statements, as applicableproxy statements, all Certifications and other statements, schedules, forms, reports statements, certifications and documents with the SEC that have been required to be filed or furnished by it under pursuant to applicable Law Laws since the Lookback Date and prior to the date hereof of this Agreement (all such statements, schedules, forms, reports, statements, certifications reports and documents, together with all exhibitsthe “Company SEC Reports”). Each Company SEC Report complied as to form, notes and schedules thereto and all other information incorporated by reference (as the same may have been of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, if applicable)in all material respects with the applicable requirements of the Securities Act, the “Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date that such Company SEC Reports”)Report was 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 or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed or furnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnishedfiling), and (b) each Company SEC Report did not, and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, not contain any untrue statement of a material fact or omit to state 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. None With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the principal executive officer and principal financial officer of the Company’s Subsidiaries Company have made all Certifications, and the statements contained in each Certification are accurate and complete as of its date. For purposes of this Agreement, (a) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act, and (b) the term “file” and variations thereof shall be broadly construed to include any manner in which any document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this Agreement, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports. No Subsidiary of the Company is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC comment.

Company SEC Reports. Since The Company has timely filed all forms, reports, schedules, statements and other documents, including any exhibits and other information incorporated therein, amendments and supplements thereto, required to be filed by the Applicable Company with the SEC since the Lookback Date (collectively with reports filed or furnished after the Agreement Date, the “Company has filed or furnishedSEC Reports”). The Company SEC Reports, as applicable, including all forms, reports statements, certifications and documents filed by the Company with the SEC that have been required to be filed or furnished by it under applicable Law after the Agreement Date and prior to the date hereof Effective Time, (a) were and, in the case of the Company SEC Reports filed after the Agreement Date, will be, prepared in all such formsmaterial respects in accordance with the applicable requirements of the Securities Act, reportsthe Exchange Act and the Xxxxxxxx-Xxxxx Act, statements, certifications and documents, together with all exhibits, notes and schedules thereto and all other information incorporated by reference (as the same case may have been be, and the rules and regulations thereunder, and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this AgreementAgreement Date, if applicable), the “Company SEC Reports”). As of its filing or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, then on the date of such amended or superseded filing or furnishing) andfiling), and in the case of registration statements such forms, reports and proxy statementsdocuments filed by the Company with the SEC after the Agreement Date, on the dates of effectiveness and the dates will not as of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed or furnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnished), and (b) each Company SEC Report did not, and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will nottime they are filed, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein in such Company SEC Reports or necessary in order to make the statements made thereinin such Company SEC Reports, in the light of the circumstances under which they were and will be made, not misleading. As of the Agreement Date, there are no outstanding or unresolved comments in comment letters or other correspondence received from the SEC or the staff of the SEC with respect to any of the Company SEC Reports. To the Knowledge of the Company, as of the Agreement Date, none of the Company SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. None of the Company’s Subsidiaries is of the Company are required to file any forms, reports reports, schedules, statements or other documents with the SEC. No executive officer of There has been no material correspondence between the SEC and the Company since the Lookback Date that is not set forth in the Company SEC Reports or that has not otherwise been disclosed to Parent prior to the Agreement Date. Since the Lookback Date, the Company has failed been in any respect to make the certifications required of him or her under Section 302 or Section 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report, except as disclosed compliance in certifications filed all material respects with the Company SEC Reportsapplicable listing and corporate governance rules and regulations of NASDAQ. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As prohibited by Section 402 of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Reports is subject to or the subject of ongoing SEC review or outstanding SEC commentXxxxxxxx-Xxxxx Act.

Company SEC Reports. Since the Applicable Date, the The Company has filed with or furnished, as applicable, furnished to the SEC all forms, reports reports, registration statements, certifications exhibits, schedules and documents with the SEC that have been required to be filed or furnished by it under pursuant to applicable Law prior to Laws since the date hereof Lookback Date (all such forms, reports, registration statements, certifications and documents, together with all exhibits, notes schedules and schedules thereto and all other information incorporated documents filed or furnished to the SEC by reference (as the same may Company since the Lookback Date, whether or not required to have been filed or furnished, the “Company SEC Reports”). Each Company SEC Report complied as to form, as of its filing date, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, if applicable)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 applicable rules and regulations promulgated thereunder each as in effect on the date that such Company SEC Reports”)Report was 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 or furnishing date (or, if amended or superseded by a filing or furnishing prior to the date of this Agreement, on the date of such amended or superseded filing or furnishing) and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively, (a) each Company SEC Report complied, or if not yet filed or furnished, will comply, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date such Company SEC Report was filed or furnished (or, if not yet filed or furnished, in effect on the date such Company SEC Report will be filed or furnishedfiling), and (b) each Company SEC Report did not, and any Company SEC Report filed or furnished to the SEC subsequent to date hereof will not, not contain any untrue statement of a material fact or omit to state 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. None No Subsidiary of the Company’s Subsidiaries is Company is, or since the Lookback Date has been, required to file any forms, reports or other documents with the SEC. No executive officer As of the Company has failed date hereof, there are no outstanding or unresolved comments in any respect to make the certifications required of him or her under Section 302 or Section 906 comment letters of the Xxxxxxxx-Xxxxx Act with respect staff of the SEC received by the Company relating to any Company SEC Report, except as disclosed in certifications filed with the Company SEC Reports. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. True and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Reports and all written responses of the Company thereto issued or filed since the Applicable Date through the date of this Agreement have been made available to Parent (or if not made available, are publicly filed with the SEC at least two (2) Business Days prior to the date hereof). As of the date of this Agreement, to the Knowledge of the Companyhereof, none of the Company SEC Reports is subject is, to or the Company’s Knowledge, the subject of ongoing SEC review or outstanding SEC commentreview.