Disclosure Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets (the “Disclosure Documents”). The Company’s Annual Report for the year ended December 31, 2022, complies in all material respects with the requirements of OTC Markets applicable thereto, and none of the Disclosure Documents, at the time they were filed with OTC Markets, 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. None of the statements made in any such Disclosure Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the Disclosure Documents complied as to form in all material respects with applicable accounting requirements and the published rules of OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Annual Report for the year ended December 31, 2022, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”). The Company has been, but no longer is, a “shell company,” as described in Rule 144(i)(1)(i).
Disclosure Documents; Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials being collectively referred to herein as the SEC Reports), during the twelve (12) months prior to the date hereof. None of the SEC Reports, when filed, 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 financial statements of the Company included in the SEC Reports (i) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, or, in the case of unaudited statements, as permitted by Form 10-Q, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount); and (ii) fairly present in all material respects the consolidated financial position of the Company and its subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby.
Disclosure Documents; Financial Statements. (a) Since December 31, 2023, Parent has filed or furnished with the applicable Canadian Securities Regulators and the SEC all forms, reports and statements required to be filed or furnished under Canadian Securities Laws, the Securities Act and the Exchange Act, as the case may be (such forms, reports and statements, collectively, the “Parent Disclosure Documents”). As of their respective dates, each of the Parent Disclosure Documents, as amended, complied as to form in all material respects with the applicable requirements of Canadian Securities Laws, the Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent Disclosure Documents, and none of the Parent Disclosure Documents contained, when filed (or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Disclosure Documents; Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, during the twelve (12) months prior to the date hereof.
Disclosure Documents; Financial Statements. (a) Each statement or report included as part of the periodic reports filed by the Company with the Securities and Exchange Commission ("SEC") pursuant to Sections 13, 14(a) and (d) of the Securities Exchange Act of 1934 (the "Exchange Act") is true and complete in all respects. The Company has filed in a timely manner all documents ("Disclosure Documents") that the Company was required to file with the SEC under Sections 13, 14(a) and 15(d) of the Exchange Act during the twelve (12) months preceding the date of this Agreement. The Company satisfies the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the "Securities Act") with respect to any registration of the Shares for resale by the holders thereof.
Disclosure Documents; Financial Statements. (I) The Company has filed (i) each of the Forms 10-K with the SEC as required to be filed for the fiscal years of the Company ended January 2, 2000 and January 3, 1999 and (ii) since January 3, 2000, all other required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (those documents referenced in clauses (i) and (ii) being collectively referred to as the "COMPANY SEC DOCUMENTS"). No Subsidiary of the Company is required to file any report, schedule, form, statement or other document with the SEC. As of their respective filing dates, and, in the case of any registration statement under the Securities Act, its effective date, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, 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 to make the statements therein, in light of the circumstances under which they were made, not misleading.
Disclosure Documents; Financial Statements. (a) Each statement or report included as part of the periodic reports filed by the Company with the Securities and Exchange Commission ("SEC") pursuant to Sections 13, 14(a) and (d) of the Securities Exchange Act of 1934 (the "Exchange Act") is true and complete in all respects. The Company has filed in a timely manner all documents ("Disclosure Documents") that the Company was required to file with the SEC under Sections 13, 14(a) and 15(d) of the Exchange Act during the twelve (12) months preceding the date of this Agreement other than a Form 8-K reporting sale of shares pursuant to Regulation S in January 2002.
Disclosure Documents; Financial Statements. (i) Gadsden has made available to Parent, a true and complete copy of each solicitation document provided to investors in connection with its issuance of the Gadsden Series C Preferred Shares.
Disclosure Documents; Financial Statements. (i) Gadsden has made available to Purchaser, a true and complete copy of each solicitation document provided to investors in connection with its issuance of the Gadsden Series C Preferred Shares.
Disclosure Documents; Financial Statements. (i) The Disclosure Documents constitute all documents filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended, since March 31, 2010, through the date hereof, and as at the respective dates of filing thereof, complied in all material respects with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto.
