Common use of Financial Reports and Securities Documents; Material Adverse Effect Clause in Contracts

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s Annual Report on Form 10-K for the year ended September 30, 2006 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2003 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, Washington Federal’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 2 contracts

Samples: Shareholder Agreement (First Mutual Bancshares Inc), Agreement and Plan of Merger (Washington Federal Inc)

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Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalFCBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2008 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2008 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, Washington FederalFCBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal FCBI and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal FCBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (First Community Bancshares Inc /Nv/)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalParent’s Annual Report on Form 10-K for the year years ended September 30December 31, 2007, 2006 and 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2007 under the Securities Act, or under Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, Washington FederalParent’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each . Each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (Document, including the related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholdersoperations, shareholders’ equity and comprehensive income and cash flows or equivalent statements in such Securities Documents (Documents, including any related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated results of operations, changes in stockholdersshareholders’ equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Chester County Corp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalFCBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2008 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 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, Washington FederalFCBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal FCBI and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal FCBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Community Bancshares Inc /Nv/)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s Parent's Annual Report on Form 10-K for the year ended September 30December 31, 2006 2002 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2002 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, Washington Federal’s “Parent's "Securities Documents") with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders' equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders' equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Shareholder Agreement (Vineyard National Bancorp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalPPBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2016 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2016 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, Washington Federal“PPBI’s Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal PPBI and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal PPBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.. (ii) Since June 30, 2017, no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.04 or otherwise), is reasonably likely to have a Material Adverse Effect with respect to PPBI. (h)

Appears in 1 contract

Samples: Execution Copy Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalOPOF’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2015 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2015 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, Washington FederalOPOF’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal OPOF and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal OPOF and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Old Point Financial Corp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalPPBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2014 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2014 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, Washington FederalPPBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal PPBI and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal PPBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Shareholder Agreement (Pacific Premier Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalCCBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2004 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2002 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, Washington FederalCCBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal CCBI and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in operations, stockholders’ equity and comprehensive income and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal CCBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Calnet Shareholder Agreement (Commercial Capital Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalParent’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2001 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, Washington FederalParent’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholdersStockholders ’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholdersStockholders ’ equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case case, in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Employment Agreement (First Community Bancshares Inc /Nv/)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalF&M’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2015 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2015 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, Washington FederalF&M’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal F&M and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal F&M and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Consulting Agreement (Farmers & Merchants Bancorp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalPPBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2011 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2011 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, Washington FederalPPBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal PPBI and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal PPBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Shareholder Agreement (Pacific Premier Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s Parent's Annual Report on Form 10-K for the year years ended September 30December 31, 2006 2006, 2005 and 2004 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2006 under the Securities Act, or under Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, Washington Federal’s “Parent's "Securities Documents") with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each . Each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (Document, including the related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, shareholders' equity and comprehensive income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (Documents, including any related notes and schedules thereto) , fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ shareholders' equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Keystone Corp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalParent’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2013 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2013 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, Washington FederalParent’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of income and operations, consolidated income, changes in stockholdersshareholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results statements of operations, consolidated income, changes in stockholdersshareholders’ equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted thereintherein and subject, in the case of unaudited consolidated statements that are part of the Securities Documents, to normal year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Eagle Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s Parent's Annual Report on Form 10-K for the year ended September 30December 31, 2006 2002 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2002 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, Washington Federal’s “Parent's "Securities Documents") with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and comprehensive income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders' equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hawthorne Financial Corp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalParent’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 under 2005 with 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 SEC (collectively, Washington FederalParent’s “Securities Documents”) with the SEC), as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Employment Agreement (Vineyard National Bancorp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s Since December 31, 2017, Purchaser Parent has filed or will file, in each case on a timely basis, with the SEC its Annual Report Reports on Form 10-K for the year ended September 30and its Quarterly Reports on Form 10-Q, 2006 and all other reports, registration statements, definitive proxy statements or information statements filed or and other materials, together with any amendments required to be filed by it subsequent to September 30made with respect thereto, 2003 under the Securities Act, or as required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, Washington Federal“Purchaser Parent’s Securities Documents”) with the SEC), and, as of the date filed or to be filed, Purchaser Parent’s Securities Documents (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange Act or and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents of Purchaser Parent’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q (including the related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Washington Federal Purchaser Parent and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss), and cash flows or equivalent statements in such Securities Documents Purchaser Parent’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal Purchaser Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted thereintherein and subject, in the case of unaudited consolidated financial statements that are part of the Purchaser Parent Quarterly Reports on Form 10-Q, to normal year-end adjustments. The books and records of Purchaser Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s PPBI's Annual Report on Form 10-K for the year ended September 30December 31, 2006 2011 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2011 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, Washington Federal’s “PPBI's "Securities Documents") with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal PPBI and its Subsidiaries as of its date, and each of the consolidated statements of operations and stockholders' equity and other comprehensive income and changes in stockholders’ equity (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders' equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal PPBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s Parent's Annual Report on Form 10-K for the year years ended September 30December 31, 2006 2003, 2002 and 2001 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2001 under the Securities Act, or under Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, Washington Federal’s “Parent's "Securities Documents") with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and comprehensive income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders' equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Slippery Rock Financial Corp)

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Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalPPBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2016 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2016 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed (after giving effect to filed amendments thereto) or to be filed (collectively, Washington Federal“PPBI’s Securities Documents”) with the SEC, as of the date filed filed, amended or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated financial position of Washington Federal PPBI and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal PPBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Bank Merger Agreement (Pacific Premier Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalThe Company’s Annual Report on Form 10-K for the year ended September 30, 2006 2013 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2003 2013 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, Washington Federal’s the Company Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Company Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal the Company and its Subsidiaries as of its date, and each of the consolidated income statements, consolidated statements of income and comprehensive income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows or equivalent statements in such the Company Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results income statements, consolidated statements of operationscomprehensive income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows, as the case may be, of Washington Federal the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted thereintherein and subject, in the case of unaudited consolidated statements that are part of the Company Securities Documents, to normal year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Franklin Financial Corp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s SHBI's Annual Report on Form 10-K for the year ended September 30December 31, 2006 2019 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2019 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, Washington Federal“SHBI’s Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal SHBI and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such SHBI’s Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders' equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal SHBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein. Each of such financial statements (including any related notes and schedules thereto) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto except as may be noted therein. The books and records of SHBI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Appears in 1 contract

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

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalParent’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2013 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 under the Securities Act, or 2013 under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, Washington Federal’s the Parent Securities Documents”) with the SECFDIC, as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Exchange 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Parent Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of income income, consolidated statements of comprehensive income, consolidated statements of cash flow and changes in stockholders’ consolidated statements of equity and cash flows or equivalent statements in such the Parent Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results statements of operationsincome, changes in stockholders’ consolidated statements of comprehensive income, consolidated statements of cash flow and consolidated statements of equity and cash flowsor equivalent statements, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted thereintherein and subject, in the case of unaudited consolidated statements that are part of the Parent Securities Documents, to normal year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Franklin Financial Corp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalEVBS’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2013 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2013 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, Washington FederalEVBS’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal EVBS and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal EVBS and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Eastern Virginia Bankshares Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalParent’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2002 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2002 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, Washington FederalParent’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Parent and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in operations, stockholders’ equity and comprehensive income and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal Parent and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commercial Capital Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington Federal’s BVCC's Annual Report Reports on Form 10-K for the year years ended September 30December 31, 2006 2004, 2003 and 2002, all amendments thereto and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2001 under the Securities Act, or under Section Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed with the SEC (collectively, Washington Federal’s “"BVCC's Securities Documents”) with the SEC"), as of the date filed or to be filed, (A) complied or will comply in all material respects as to form with the applicable regulations of the SEC and requirements under the Securities Act or the Exchange Act, as the case may be 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each . Each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such BVCC Securities Documents (Document, including the related notes and schedules thereto) , fairly presents, or will fairly present, presents the consolidated financial position of Washington Federal BVCC and its Subsidiaries as of its date, and each of the consolidated statements of operations, stockholders' equity and comprehensive income and changes in stockholders’ equity and cash flows or equivalent statements in such BVCC Securities Documents (Documents, including any related notes and schedules thereto) , fairly presents, or will fairly present, presents the consolidated results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of Washington Federal BVCC and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Lakes Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalPPBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2015 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2015 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, Washington Federal“PPBI’s Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal PPBI and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal PPBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Shareholder Agreement (Heritage Oaks Bancorp)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalFCBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2002 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, Washington FederalFCBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal FCBI and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ Stockholders ‘ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholdersStockholders’ equity and cash flows, as the case may be, of Washington Federal FCBI and its Subsidiaries for the periods to which they relate, in each case case, in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Stock Purchase Agreement (First Community Bancshares Inc /Nv/)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalMutual’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 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, Washington FederalMutual’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal Mutual and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in income, stockholders’ equity and comprehensive income and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results statements of operationsincome, changes in stockholders’ equity and comprehensive income and cash flowsflows or equivalent statements, as the case may be, of Washington Federal Mutual and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commercial Capital Bancorp Inc)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalFCBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2007 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2004 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, Washington FederalFCBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal FCBI and its Subsidiaries as of its date, and each of the consolidated statements of income and changes in stockholders’ equity and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and cash flows, as the case may be, of Washington Federal FCBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (First Community Bancshares Inc /Nv/)

Financial Reports and Securities Documents; Material Adverse Effect. (i) Washington FederalPPBI’s Annual Report on Form 10-K for the year ended September 30December 31, 2006 2013 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30December 31, 2003 2013 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, Washington FederalPPBI’s “Securities Documents”) with the SEC, as of the date filed or to be filed, (A) complied or 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, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the consolidated balance sheets statements of financial condition contained in or incorporated by reference into any such Securities Documents (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of Washington Federal PPBI and its Subsidiaries as of its date, and each of the consolidated statements of income operations and changes in stockholders’ equity and other comprehensive income (loss) and cash flows or equivalent statements in such Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in stockholders’ equity and other comprehensive income (loss) and cash flows, as the case may be, of Washington Federal PPBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein.

Appears in 1 contract

Samples: Shareholder Agreement (Pacific Premier Bancorp Inc)

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