Common use of Exchange Act Filings; Financial Statements Clause in Contracts

Exchange Act Filings; Financial Statements. (a) Except as disclosed in Section 4.4(a) of the Buyer Disclosure Memorandum, Buyer has timely filed all Exchange Act Documents required to be filed by Buyer since December 31, 2010 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Exchange Act Reports”). The Buyer Exchange Act Reports (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof), complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Exchange Act Reports or necessary in order to make the statements in such Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Buyer Subsidiary is required to file any Exchange Act Documents.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (State Bank Financial Corp), Agreement and Plan of Merger (State Bank Financial Corp), Agreement and Plan of Merger (Georgia-Carolina Bancshares, Inc)

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Exchange Act Filings; Financial Statements. (a) Except as disclosed in Section 4.4(a) of the Buyer Disclosure Memorandum, Buyer has timely filed and made available to Seller all Exchange Act Documents required to be filed by Buyer since December 31, 2010 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the "Buyer Exchange Act Reports"). The Buyer Exchange Act Reports (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof)filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Exchange Act Reports or necessary in order to make the statements in such Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Except for Buyer Subsidiaries that are registered as a securities broker or dealer or investment advisor, no Buyer Subsidiary is required to file any Exchange Act Documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SCBT Financial Corp), Agreement and Plan of Merger (Seacoast Banking Corp of Florida)

Exchange Act Filings; Financial Statements. (a) Except as disclosed in Section 4.4(a) of the Buyer Disclosure Memorandum, Buyer has timely filed and made available to Seller all Exchange Act Documents required to be filed by Buyer since December 31, 2010 1999 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Exchange Act Reports”). The Buyer Exchange Act Reports (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof)filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Exchange Act Reports or necessary in order to make the statements in such Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Except for Buyer Subsidiaries that are registered as a securities broker or dealer or investment advisor, no Buyer Subsidiary is required to file any Exchange Act Documents.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida), Agreement and Plan of Merger (New Commerce Bancorp)

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Exchange Act Filings; Financial Statements. (a) Except as disclosed in Section 4.4(a) of the Buyer Disclosure Memorandum, Buyer has timely filed and made available to Seller all Exchange Act Documents required to be filed by Buyer since December 31, 2010 2012 (together with all such Exchange Act Documents filed, whether or not required to be filed, the “Buyer Exchange Act Reports”). The Buyer Exchange Act Reports (i) at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof)filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amended or subsequent filing or, in the case of registration statements, at the effective date thereof) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Buyer Exchange Act Reports or necessary in order to make the statements in such Buyer Exchange Act Reports, in light of the circumstances under which they were made, not misleading. No Buyer Subsidiary is required to file any Exchange Act Documents.

Appears in 2 contracts

Samples: Employment Agreement (First Community Corp /Sc/), Agreement and Plan of Merger (First Community Corp /Sc/)

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