Common use of Internal Controls; Listing; Financial Statements Clause in Contracts

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of SPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a‑15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to SPAC, including its consolidated Subsidiaries, if any, is made known to SPAC’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act. Since March 10, 2021, SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a‑15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC Financial Statements for external purposes in accordance with GAAP. (b) Each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.

Appears in 2 contracts

Samples: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)

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Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of SPACIndustrea’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our our Business Startups Act of 2012 (“JOBS Act”), SPAC (i) Industrea has established and maintains disclosure controls and procedures (as defined in Rule 13a‑15 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to SPACIndustrea, including its consolidated Subsidiaries, if any, is made known to SPACIndustrea’s principal executive officer and its principal financial officer by others within those entitiesentities and (ii) since January 1, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls 2017, Industrea and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act. Since March 10, 2021, SPAC has its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a‑15 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPACIndustrea’s financial reporting and the preparation of SPAC Financial Statements Industrea’s financial statements for external purposes in accordance with GAAP. (b) Each To Industrea’s knowledge, each director and executive officer of SPAC Industrea has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Industrea has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act.

Appears in 1 contract

Samples: Merger Agreement (Industrea Acquisition Corp.)

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Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of SPACIndustrea’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our our Business Startups Act of 2012 (“JOBS Act”), SPAC (i) Industrea has established and maintains disclosure controls and procedures (as defined in Rule 13a‑15 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to SPACIndustrea, including its consolidated Subsidiaries, if any, is made known to SPACIndustrea’s principal executive officer and its principal financial officer by others within those entitiesentities and (ii) since January 1, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls 2017, Industrea and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act. Since March 10, 2021, SPAC has its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a‑15 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPACIndustrea’s financial reporting and the preparation of SPAC Financial Statements Industrea’s financial statements for external purposes in accordance with GAAP. (b) Each To Industrea’s knowledge, each director and executive officer of SPAC Industrea has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Industrea has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.

Appears in 1 contract

Samples: Merger Agreement

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