Common use of Corporate Governance Matters Clause in Contracts

Corporate Governance Matters. (a) The Company, and to the Company's knowledge, each of its officers are in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (in each case, as currently in effect, the "XXXXXXXX-XXXXX ACT"), (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers and (iii) any similar applicable Israeli securities laws, rules and regulations. The Company has delivered to Parent the final form of written information required to be disclosed prior to the date hereof by the Company and certain of its officers to the Company Board or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the Exchange Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each Subsidiary have been approved by the audit committee of the Company Board in compliance with Section 10A(h) or Section 10A(i) of the Exchange Act and any similar applicable Israeli securities laws, and no registered public accounting firm or, to the Company's knowledge, any associate thereof that performs any audit of the Company or any Subsidiary has provided to the Company or any of its affiliates any service prohibited by paragraphs (1) through (9) of Section 10A(g) of the Exchange Act. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) thereof, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any Subsidiary has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company prohibited by Section 402 thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cadence Design Systems Inc), Agreement and Plan of Merger (Cadence Design Systems Inc)

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Corporate Governance Matters. (a) The Company, and to the Company's ’s knowledge, each of its officers are in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act (in each case, as currently in effect, the "XXXXXXXX“Xxxxxxxx-XXXXX ACT"Xxxxx Act”), (ii) the applicable qualification requirements and corporate governance rules and regulations promulgated by the National Association of Securities Dealers and (iii) any similar applicable Israeli securities laws, rules and regulations. The Company has delivered to Parent the final form of written information required to be disclosed prior to the date hereof by the Company and certain of its officers to the Company Board or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the Exchange Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each Subsidiary have been approved by the audit committee of the Company Board in compliance with Section 10A(h) or Section 10A(i) of the Exchange Act and any similar applicable Israeli securities laws, and no registered public accounting firm or, to the Company's ’s knowledge, any associate thereof that performs any audit of the Company or any Subsidiary has provided to the Company or any of its affiliates any service prohibited by paragraphs (1) through (9) of Section 10A(g) of the Exchange Act. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) thereof, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any Subsidiary has, directly or indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company prohibited by Section 402 thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verisity LTD)

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Corporate Governance Matters. (a) The Company, Company and to the Company's knowledge, Knowledge each of its officers are in compliance in all material respects with (i) the applicable provisions of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and the related rules and regulations promulgated under such promuxxxxxx xxxxx xuch act or the Exchange Act (in each case, as currently in effect, the "XXXXXXXXSarbanes-XXXXX ACTOxley Act"), ) and (ii) the applicable qualification requirements and corporate requirementx xxx xxxxxxxxe governance rules and regulations promulgated by the National Association of Securities Dealers and (iii) any similar applicable Israeli securities laws, rules and regulationsDealers. The Company has delivered to Parent the final form of written information required to be disclosed prior to the date hereof by the Company and certain of its officers to the Company Company's Board of Directors or any committee thereof pursuant to the certification requirements of Rule 13a-14 under the Exchange Act. Since the date such provisions became applicable to the Company and its Subsidiaries, all auditing services and non-audit services provided to the Company and each Subsidiary of its Subsidiaries have been approved by the audit committee of the Company Company's Board of Directors in compliance with Section 10A(h) or Section 10A(i) of the Exchange Act and any similar applicable Israeli securities lawsAct, and to the Company's Knowledge, no registered public accounting firm or, to the Company's knowledge, or any associate thereof that performs any audit of for the Company or any Subsidiary of its Subsidiaries has provided to the Company or any of its affiliates Affiliates any service prohibited by paragraphs (1) through (9) of Section 10A(g) of the Exchange Act. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3) thereof), since the enactment of the XxxxxxxxSarbanes-Xxxxx Oxley Act, neither the Company nor any Subsidiary hasof its Subsidiaries hax, directly or xxxxxxxx xx indirectly, made, entered into, arranged, renewed, modified (in any material way) or forgiven any personal loans to any executive officer or director of the Company prohibited by Section 402 thereunderCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atrix Laboratories Inc)

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