Parent Disclosure Documents. Parent has made available to Seller true, correct and complete copies of its annual report on Form 10-K for the year ended December 31, 2000, each quarterly report on Form 10-Q since that date and each report on Form 8-K since that date, if any (collectively, the "PARENT DISCLOSURE DOCUMENTS"). Except as reflected in any subsequent amendment or supplement to a Parent Disclosure Document, no Parent Disclosure Document at the date on which such document was filed contained any misstatements of a material fact or omitted to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
Parent Disclosure Documents. (a) The information with respect to Parent, Buyer and any of their Affiliates that Parent or Buyer supplies to the Company for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading at the time of the filing of such Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof.
(b) The Schedule TO and Registration Statement (including the Parent Proxy), when filed, and the Offer Documents and Offer Prospectus, when distributed or disseminated (the “Parent Disclosure Documents”), will comply as to form in all material respects with the applicable requirements of the 1934 Act, the 1933 Act and all other applicable Laws governing the preparation, distribution or dissemination of such documents, at the time of such filing or the filing of any amendment or supplement thereto, at the time of such distribution or dissemination and at the time of consummation of the Offer, and will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading. The representations and warranties in this Section 4.08 will not apply to statements or omissions included or incorporated by reference in the Schedule TO, the Offer Documents and the Registration Statement (including the Offer Prospectus and Parent Proxy) based upon information supplied to Parent or Buyer by the Company or any of their Representatives specifically for use or incorporation by reference therein.
Parent Disclosure Documents. As soon as practicable after ----------------------------- the date of this Agreement, Parent and/or Sub shall file (separately, or as part of the Proxy Statement) with the SEC, if required, a Rule 13E-3 Transaction Statement with respect to the Merger (together with any supplements or amendments thereto, the "Parent Disclosure Documents"). Each of Sub and Parent ---------------------------- agrees to correct any information provided by it for use in the Sub Disclosure Documents if and to the extent that it shall have become false or misleading in any material respect. Sub agrees to take all steps necessary to cause the Sub Disclosure Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment on each Sub Disclosure Document prior to its being filed with the SEC.
Parent Disclosure Documents. 31 5.7 Brokers.................................................................31 ARTICLE VI
Parent Disclosure Documents. (a) The Offer Documents will not, at the time they are filed with the SEC, at any time they are amended or supplemented or at the time they are first published, sent or given to the holders of Company Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Offer Documents, when filed, distributed and disseminated, will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation or warranty is made by Parent or Merger Sub with respect to statements made or incorporated by reference in the Offer Documents based on information supplied by the Company or any of its affiliates, partners, members, stockholders, agents or Representatives in writing specifically for inclusion or incorporation by reference in the Offer Documents.
(b) None of the information supplied or to be supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in (a) the Schedule 14D-9 will, at the time such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the holders of Company Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) the Proxy Statement will, at the time it is filed with the SEC, at the date it is first mailed to the holders of Company Shares, at any time it is amended or supplemented and at the time of the Company Stockholder Meeting (or at the time of the effectiveness of any action by written consent in lieu of the Company Stockholder Meeting), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Parent Disclosure Documents. No registration statement filed pursuant to the Registration Rights Agreement, or any amendments or supplements thereto, at the time they become effective under the Securities Act will (except for such portions thereof that relate to the Company or its Subsidiary) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The registration statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto (except for such portions thereof that relate to the Company or its Subsidiary) will comply as to form with the applicable provisions of the Exchange Act.
Parent Disclosure Documents. Parent is a reporting issuer in the Province of British Columbia and the Province of Alberta and is in compliance in all material respects with all of its obligations under the applicable securities laws in British Columbia and Alberta. Parent has filed all required reports, schedules, forms, statements and other documents with the Canadian Securities Regulators since December 31, 2016 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the “Parent Disclosure Documents”). As of their respective dates, none of the Parent Disclosure Documents contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Parent included in the Parent Disclosure Documents complied as to form in all material respects with the Canadian Securities Laws with respect thereto, were prepared in accordance with IFRS and fairly present in accordance with applicable requirements of IFRS (subject, in the case of the unaudited statements, to normal year-end adjustments and other adjustments discussed therein) the consolidated financial position of the Parent as of their respective dates and the results of operations and the consolidated cash flows of the Parent and its consolidated Subsidiaries for the periods presented therein.
Parent Disclosure Documents. As soon as practicable after the date of this Agreement, Parent and/or Sub shall file (separately, or as part of the Proxy Statement) with the SEC, if required, a Rule 13E-3 Transaction Statement with respect to the Merger (together with any supplements or amendments thereto, the "Parent Disclosure Documents"). Each of Sub and Parent agrees to correct any information provided by it for use in the Sub Disclosure Documents if and to the extent that it shall have become false or misleading in any material respect. Sub agrees to take all steps necessary to cause the Sub Disclosure Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment on each Sub Disclosure Document prior to its being filed with the SEC. (c) Voting of Shares by Parent and Sub. Parent agrees that, at the Special Meeting, all Shares owned by Parent, Sub or any other affiliate of Parent will be voted in favor of the Merger.
Parent Disclosure Documents. Preparation and Filing of Proxy Statement and the Registration Statement; Listing. As soon as practicable after the date of this Agreement, the Company shall, in cooperation with Parent and Newco, prepare and file the Proxy Statement and Newco shall, in cooperation with the Company and Parent, prepare and file the Registration Statement, in which the Proxy Statement will be included as the prospectus. Parent, Newco and the Company shall cooperate in the preparation of the Proxy Statement and the Registration Statement and any amendments thereto and shall promptly notify each other of the receipt of any comments from the SEC or any requests for any amendment or supplement thereto or for additional information. The parties hereto shall each use reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing. Each party hereto shall also take such action as may be reasonably required to cause the Newco ADRs issuable in connection with the Merger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws; provided, however, that Newco shall not be required to register or qualify as a foreign corporation or to take other action which would subject it to service of process in any jurisdiction where Newco will not be, following the Merger, so subject. The parties shall cause the shares of Newco ADRs issuable in the Merger to be approved for listing on the NYSE upon official notice of issuance. Each of the parties hereto shall furnish all information concerning itself which is required or customary for inclusion in the Proxy Statement and the Registration Statement. The information provided by any party hereto for use in the Proxy Statement and the Registration Statement shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading. No representation, covenant or agreement is made by any party hereto with respect to information supplied by any other party for inclusion in the Proxy Statement or the Registration Statement.
Parent Disclosure Documents
