Financial Reports; Absence of Certain Changes or Events. (i) Premier’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 2003, 2004 and 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 2005, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively “Premier’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit 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; and each of the balance sheets or statements of condition of Premier contained in or incorporated by reference into any of Premier’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Premier and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of Premier in any of Premier’s SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Premier and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Premier Community Bankshares Inc), Agreement and Plan of Reorganization (United Bankshares Inc/Wv)
Financial Reports; Absence of Certain Changes or Events. (i) PremierCHC’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 20032009, 2004 2010 and 2005 2011, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries City National subsequent to December 31, 20052011, under the Securities Act Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act Act, in the form filed or to be filed (collectively “PremierCHC’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit 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; and each of the balance sheets or statements of condition of Premier CHC contained in or incorporated by reference into any of PremierCHC’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Premier CHC and its Subsidiaries City National as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of Premier CHC in any of PremierCHC’s SEC Documents (including any related notes and schedules thereto) ), fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Premier CHC and its Subsidiaries City National for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (Community Financial Corp /Va/)
Financial Reports; Absence of Certain Changes or Events. (i) PremierCommunity Financial’s Annual Report on Form 10-K for each of the fiscal years ended December March 31, 20032010, 2004 2011 and 2005 2012, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries Community Bank subsequent to December March 31, 20052012, under the Securities Act of 1933 (“Securities Act”), or under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), in the form filed or to be filed (collectively “PremierCommunity Financial’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit 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; and each of the balance sheets or statements of condition of Premier Community Financial contained in or incorporated by reference into any of PremierCommunity Financial’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Premier Community Financial and its Subsidiaries Community Bank as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of Premier Community Financial in any of PremierCommunity Financial’s SEC Documents (including any related notes and schedules thereto) ), fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Premier Community Financial and its Subsidiaries Community Bank for the periods to which they relate, in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (City Holding Co), Agreement and Plan of Merger (Community Financial Corp /Va/)
Financial Reports; Absence of Certain Changes or Events. (i) PremierCentra’s Annual Report on Form 10-K for each of the fiscal years ended December 31, 20032007, 2004 2008 and 2005 2009 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 20052009, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively “PremierCentra’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit 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; and each of the balance sheets or statements of condition of Premier Centra contained in or incorporated by reference into any of PremierCentra’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Premier Centra and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of Premier Centra in any of PremierCentra’s SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Premier Centra and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied GAAP during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (United Bankshares Inc/Wv), Agreement and Plan of Reorganization (Centra Financial Holdings Inc)
Financial Reports; Absence of Certain Changes or Events. (i) PremierGAFC’s Annual Report on Form 10-K for each of the fiscal years ended December 31September 30, 20032004, 2004 2005 and 2005 2006, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31September 30, 20052003, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively “PremierGAFC’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit 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; and each of the balance sheets or statements of condition of Premier GAFC contained in or incorporated by reference into any of PremierGAFC’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Premier GAFC and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of Premier GAFC in any of PremierGAFC’s SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Premier GAFC and its Subsidiaries for the periods to which they relate, and in each case were prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Financial Group Inc)
Financial Reports; Absence of Certain Changes or Events. (i) Premier’s GAFC's ------------------------------------------------------- Annual Report on Form 10-K for each of the fiscal years ended December 31September 30, 20032005, 2004 2006 and 2005 2007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31September 30, 20052004, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively “Premier’s "GAFC's SEC Documents”"), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit 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; and each of the balance sheets or statements of condition of Premier GAFC contained in or incorporated by reference into any of Premier’s GAFC's SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Premier GAFC and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ ' equity and cash flows or equivalent statements of Premier GAFC in any of Premier’s GAFC's SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders’ ' equity and cash flows, as the case may be, of Premier GAFC and its Subsidiaries for the periods to which they relate, and in each case were prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Greater Atlantic Financial Corp)
Financial Reports; Absence of Certain Changes or Events. (i) PremierGAFC’s Annual Report on Form 10-K for each of the fiscal years ended December 31September 30, 20032005, 2004 2006 and 2005 2007, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31September 30, 20052004, under the Securities Act or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively “PremierGAFC’s SEC Documents”), as of the date filed, (A) as to form complied or will comply in all material respects with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit 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; and each of the balance sheets or statements of condition of Premier GAFC contained in or incorporated by reference into any of PremierGAFC’s SEC Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of Premier GAFC and its Subsidiaries as of its date, and each of the statements of income or results of operations and changes in stockholders’ equity and cash flows or equivalent statements of Premier GAFC in any of PremierGAFC’s SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Premier GAFC and its Subsidiaries for the periods to which they relate, and in each case were prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments in the case of unaudited statements.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Financial Group Inc)