Common use of Financial Reports and Regulatory Documents Clause in Contracts

Financial Reports and Regulatory Documents. (i) PNB's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and all other reports, registration statements, or definitive proxy statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, or under Sections 13(a), 13(d), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory Documents"), as of the date filed, (A) complied and will comply in all material respects as to form 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of PNB and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of PNB and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Western Bancorp), Agreement and Plan of Merger (Western Bancorp), Agreement and Plan of Merger (PNB Financial Group)

AutoNDA by SimpleDocs

Financial Reports and Regulatory Documents. (ia) PNBThe Company's Annual Report Reports on Form 10-K for the fiscal year years ended December 31June 30, 1997 1995, 1996 and 1997, and all other reports, registration statements, or definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1995 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory Documents")) with the SEC, as applicable, as of the date filed, (Ai) complied and or will comply in all material respects as to form with the applicable requirements under the Securities Act or and the Exchange Act, as the case may be, and (Bii) 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 the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of PNB the Company and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of PNB the Company and its Subsidiaries 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, subject to normal year-end audit adjustments and the lack of complete footnote disclosure in the case of unaudited statements.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aames Financial Corp/De), Stock Purchase Agreement (Thirty Five East Investments LLC)

Financial Reports and Regulatory Documents. (i) PNB's Community First’s Annual Report Reports on Form 10-K KSB for the fiscal year years ended December 31, 1997 2003 and 2004, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries Community First Subsidiary subsequent to December 31, 1997 2002 under the Securities Act of 1933, as amended (the “Securities Act”), or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in the form filed or to be filed (collectively, the "“Community First Regulatory Documents"), Filings”) with the Securities and Exchange Commission (the “SEC”) as of the date filed, (Ai) complied and will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial position contained in or incorporated by reference into any such Community First Regulatory Document Filing (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, the presented in all material respects Community First’s financial position and that of PNB and its the Community First Subsidiaries as of its datethe date of such statement, and each of the statements of income and changes in shareholders' stockholders’ equity and cash flows or equivalent statements in such Community First Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' stockholders’ equity and changes in cash flows, as the case may be, of PNB Community First and its the Community First Subsidiaries for the periods to which they those statements relate, in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied to banks and bank holding companies during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-QSB in the case of unaudited statements.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (American National Bankshares Inc), Agreement and Plan of Reorganization (Community First Financial Corp)

Financial Reports and Regulatory Documents. (i) PNBBKLA's (or its predecessors') Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 1995, 1996 and 1997, and all other reports, registration statements, or definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1995 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the FDIC, in the form filed or to be filed (collectively, BKLA's "REGULATORY DOCUMENTS") with the "Regulatory Documents"), FDIC as of the date filed, (A) complied and or will comply in all material respects as to form with the applicable requirements under the Securities Act, the Exchange Act or the Exchange Actsecurities regulations of the FDIC, 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of PNB BKLA and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of PNB and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.12

Appears in 1 contract

Samples: Agreement and Plan of Merger (Western Bancorp)

Financial Reports and Regulatory Documents. (ia) PNB's Zions' Annual Report on Form 10-K for the fiscal year ended December 31, 1997 1997, and all other reports, registration statements, or definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 under the Securities Act, Act or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "Regulatory SEC Documents")) with the SEC, as applicable, as of the date filed, (Ai) complied and or will comply in all material respects as to form with the applicable requirements under the Securities Act or and the Exchange Act, as the case may be, and (Bii) 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 the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets contained in or incorporated by reference into any such Regulatory SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of PNB Zions and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Regulatory SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of PNB Zions and its Subsidiaries for the periods to which they relate, in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments and the lack of complete footnote disclosure in the case of unaudited statements.

Appears in 1 contract

Samples: Shareholder Agreement (Zions Bancorporation /Ut/)

Financial Reports and Regulatory Documents. (i) PNBCoast's Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 1994, 1995 and 1996, and all other reports, registration statements, or definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1994 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the OTS, in the form filed or to be filed (collectively, the Coast's "Regulatory Documents")) with the SEC or the OTS, as applicable, as of the date filed, (A) complied and or will comply in all material respects as to form with the applicable requirements under the Securities Act, the Exchange Act or the Exchange Actsecurities regulations of the OTS, 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 the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of PNB Coast and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of PNB Coast and its Subsidiaries 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, subject to normal year-end audit adjustments and the lack of complete footnote disclosure in the case of unaudited statements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Coast Savings Financial Inc)

Financial Reports and Regulatory Documents. (i) PNBBKLA's (or its predecessors') Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 1995, 1996 and 1997, and all other reports, registration statements, or definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1995 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the FDIC, in the form filed or to be filed (collectively, BKLA's "REGULATORY DOCUMENTS") with the "Regulatory Documents"), FDIC as of the date filed, (A) complied and or will comply in all material respects as to form with the applicable requirements under the Securities Act, the Exchange Act or the Exchange Actsecurities regulations of the FDIC, 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the financial position of PNB BKLA and its Subsidiaries as of its date, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of PNB BKLA and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Western Bancorp)

AutoNDA by SimpleDocs

Financial Reports and Regulatory Documents. (i) PNBCompany's (or its predecessors') Annual Report Reports on Form 10-K KSB for the fiscal year years ended December 31, 1997 1994, 1995 and 1996, and all other reports, registration statements, or definitive proxy statements or information statements filed or to be filed by it or any of its Significant Subsidiaries subsequent to December 31, 1997 1994 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange ActAct or under the securities regulations of the OCC, in the form filed or to be filed (collectively, the Company "Regulatory Documents")) with the SEC or the OCC, as applicable, as of the date filed, (A) complied and or will comply in all material respects as to form with the applicable requirements under the Securities Act, the Exchange Act or the Exchange Actsecurities regulations of the OCC, 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such Regulatory Document (including the related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the financial position of PNB Company and its Subsidiaries as of its date, and each of the statements of income and changes in shareholdersstockholders' equity and cash flows or equivalent statements in such Regulatory Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the results of operations, changes in shareholdersstockholders' equity and changes in cash flows, as the case may be, of PNB Company and its Subsidiaries 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, subject to normal year-end audit adjustments in the case of unaudited statements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fp Bancorp Inc)

Financial Reports and Regulatory Documents. (i) PNB's American’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 2003 and 2004, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries American Subsidiary subsequent to December 31, 1997 2002 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "“American Regulatory Documents"), Filings”) with the SEC as of the date filed, (Ai) complied and will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial position contained in or incorporated by reference into any such American Regulatory Document Filing (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, the presented in all material respects American’s financial position and that of PNB and its the American Subsidiaries as of its datethe date of such statement, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such American Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of PNB American and its the American Subsidiaries for the periods to which they those statements relate, in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied to banks and bank holding companies during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-Q in the case of unaudited statements.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Community First Financial Corp)

Financial Reports and Regulatory Documents. (i) PNB's Union’s Annual Report Reports on Form 10-K for the fiscal year years ended December 31, 1997 2003 and 2004, and all other reports, registration statements, or definitive proxy statements filed or to be information statements filed by it or any of its Significant Subsidiaries Union Subsidiary subsequent to December 31, 1997 2002 under the Securities Act, or under Sections Section 13(a), 13(d13(c), 14 or 15(d) of the Exchange Act, in the form filed or to be filed (collectively, the "“Union Regulatory Documents"), Filings”) with the SEC as of the date filed, (Ai) complied and will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (Bii) 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 the light of the circumstances under which they were made, not misleading; and each of the balance sheets statements of financial position contained in or incorporated by reference into any such Union Regulatory Document Filing (including the related notes and schedules theretoschedules) fairly presents, or will fairly present, the presented in all material respects Union’s financial position and that of PNB and its the Union Subsidiaries as of its datethe date of such statement, and each of the statements of income and changes in shareholders' equity and cash flows or equivalent statements in such Union Regulatory Documents Filings (including any related notes and schedules thereto) fairly presents, or will fairly presentpresented in all material respects, the results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of PNB Union and its the Union Subsidiaries for the periods to which they those statements relate, in each case in accordance with generally accepted accounting principles ("GAAP") GAAP consistently applied to banks and bank holding companies during the periods involved, except in each case as may be noted therein, and subject to normal year-end audit adjustments and as permitted by Form 10-Q in the case of unaudited statements.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Union Bankshares Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.