Common use of Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting Clause in Contracts

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act; except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, such disclosure controls and procedures are effective. Except as disclosed in the in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (a) the Company has not been advised of (1) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (b) since that date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting

Appears in 2 contracts

Samples: Underwriting Agreement (Marinus Pharmaceuticals Inc), Underwriting Agreement (Marinus Pharmaceuticals Inc)

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Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains and the Subsidiary have established, maintain and evaluate “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15 (e13a-15(e) of and 15d-15(e) under the Exchange Act), which (i) are designed to ensure that comply with material information relating to the requirements Company is made known to the Company’s and the Subsidiary’s principal executive officer and its principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as of the Exchange Act; except as otherwise disclosed in end of the Registration Statement, last fiscal period covered by the Time of Sale Prospectus Supplement and the Prospectus, and (iii) such disclosure controls and procedures are effectiveeffective in all material respects to perform the functions for which they were established. Except as disclosed in the in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (a) the Company has not been advised of (1) any There are no significant deficiencies and material weaknesses in the design or operation of internal controls that which could adversely affect the Company’s or the Subsidiary’s ability of the Company to record, process, summarize summarize, and report financial data, or any material weaknesses in internal controls data to management and (2) the Board of Directors of the Company. The Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (b) since that date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanySubsidiary’s internal control over financial reportingcontrols; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Appears in 2 contracts

Samples: Sales Agreement (Delcath Systems Inc), Sales Agreement (Delcath Systems Inc)

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act; Act and, except as otherwise disclosed to the extent that the material weaknesses identified in the Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectus impair the effectiveness of the Company’s disclosure controls and procedures, such disclosure controls and procedures are effectiveeffective in all material respects to perform the functions for which they were established. Except as disclosed in the in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since Since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, (ai) the Company has not been advised of (1A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls controls, except as otherwise disclosed in the Registration Statement and the Prospectus, and (2B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (bii) since that date, except as otherwise disclosed in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Icad Inc), Equity Distribution Agreement (Sorrento Therapeutics, Inc.)

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act; except Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, such the Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are effectivedesigned to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Except as otherwise disclosed in the in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the date end of the latest Company’s most recent audited financial statements included fiscal year, there have been no significant deficiencies or material weakness in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Company’s internal control over financial reporting (a) the Company has not been advised of (1) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, remediated) and (b) since that date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Appears in 1 contract

Samples: Underwriting Agreement (Internap Corp)

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and maintains disclosure controls and procedures procedures” (as such term is defined in Rule Rules 13a-15 (e) of and 15d-15 under the Exchange Act), which (i) are designed to ensure that comply with material information relating to the requirements Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Exchange Act; except as otherwise disclosed in Company by others within the Registration StatementCompany or any of its subsidiaries, the Time of Sale Prospectus and the Prospectus, such disclosure controls and procedures are effectivereasonably effective to perform the functions for which they were established subject to the limitations of any such control system; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Except as disclosed in the in the Registration StatementSince January 1, 2023, the Time of Sale Prospectus Company’s auditors and the Prospectus, since the date board of directors of the latest audited financial statements included in Company (the Registration Statement, the Time of Sale Prospectus and the Prospectus, (a“Board”) the Company has have not been advised of of: (1i) any significant deficiencies or material weaknesses in the design or operation of internal controls that which could adversely affect the Company’s ability of the Company to record, process, summarize summarize, and report financial data, or any material weaknesses in internal controls ; and (2ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (b) since that date, there has been no change in the Company’s internal control over financial reporting controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that has materially affectedcould significantly affect internal controls, or is reasonably likely including any corrective actions with regard to materially affect, the Company’s internal control over financial reportingsignificant deficiencies and material weaknesses.

Appears in 1 contract

Samples: Terms Agreement (Carrols Restaurant Group, Inc.)

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Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule Rules 13a-15 (e) of and 15d-15 under the Exchange Act), which (i) are designed to ensure that comply with material information relating to the requirements Company, including its consolidated subsidiaries, and required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is communicated to the Company’s principal executive officer and its principal financial officer by others within those entities, as appropriate to allow timely decisions regarding required disclosure; (ii) have been evaluated by management of the Exchange ActCompany for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, such disclosure controls and procedures are effectiveeffective in all material respects to perform the functions for which they were established. Except as otherwise disclosed in the in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, since the date end of the latest Company’s most recent audited financial statements included in the Registration Statementfiscal year, the Time of Sale Prospectus and the Prospectus, (a) the Company has not there have been advised of (1) any no significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company to record, process, summarize and report financial data, or any material weaknesses in the Company’s internal controls and control over financial reporting (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, remediated) and (b) since that date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting (other than as may be otherwise disclosed in the Registration Statement or the Prospectus) that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Appears in 1 contract

Samples: Open Market Sale (Fuelcell Energy Inc)

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company maintains and the Subsidiary have established, maintain and evaluate “disclosure controls and procedures procedures” (as such term is defined in Rule 13a-15 (e13a-15(e) of and 15d-15(e) under the Exchange Act), which (i) are designed to ensure that comply with material information relating to the requirements Company is made known to the Company’s and the Subsidiary’s principal executive officer and its principal financial officer by others within those entities, (ii) have been evaluated for effectiveness as of the Exchange Act; except as otherwise disclosed in end of the Registration Statement, last fiscal period covered by the Time of Sale Prospectus and the Prospectus, and (iii) such disclosure controls and procedures are effectiveeffective in all material respects to perform the functions for which they were established. Except as disclosed in the in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (a) the Company has not been advised of (1) any There are no significant deficiencies and material weaknesses in the design or operation of internal controls that which could adversely affect the Company’s or the Subsidiary’s ability of the Company to record, process, summarize summarize, and report financial data, or any material weaknesses in internal controls data to management and (2) the Board of Directors of the Company. The Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company, and (b) since that date, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the CompanySubsidiary’s internal control over financial reportingcontrols; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Appears in 1 contract

Samples: Underwriting Agreement (Delcath Systems Inc)

Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Except as otherwise disclosed in the Registration Statement and the Prospectus, the Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 (eExchange Act Rules 13a-15(e) of the Exchange Act) and 15d-15(e)), that comply complies with the requirements of the Exchange Act; except as otherwise Act and that has been designed to ensure that information required to be disclosed by the Company, including its consolidated subsidiaries, in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Registration StatementCommission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Time Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of Sale Prospectus the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Prospectus, Exchange Act and concluded that such disclosure controls and procedures are were effective. Except as disclosed in the Registration Statement or Prospectus, there are no material weaknesses in the Registration Statement, the Time of Sale Prospectus Company’s internal control over financial reporting (whether or not remediated). The Company’s independent auditors and the Prospectus, since the date Audit Committee of the latest audited financial statements included in the Registration Statement, the Time Board of Sale Prospectus and the Prospectus, (a) Directors of the Company has not have been advised of (1i) any all significant deficiencies and material weaknesses in the design or operation of internal controls that control over financial reporting which could adversely affect the Company’s ability of the Company to record, process, summarize and report financial data, or any material weaknesses in internal controls and (2ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls of the Companycontrol over financial reporting. Since December 31, and (b) since that date2021, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Appears in 1 contract

Samples: Equity Distribution Agreement (Empire Petroleum Corp)

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