Parent Documents. Since January 1, 1999, Parent has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC (the "Parent SEC Documents"). As of their respective filing dates, (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) none of the Parent SEC Documents when filed (or when amended and restated and as supplemented by subsequently filed Parent SEC Document) contained any untrue statement of a material fact or omitted to state a 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. The financial statements of Parent included in the Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to other adjustments described in the notes to such unaudited statements). Except (A) as reflected in Parent's unaudited balance sheet as of March 31, 2002 or liabilities described in any notes thereto (or liabilities for which neither accrual nor footnote disclosure is required pursuant to GAAP) or (B) for liabilities incurred in the ordinary course of business since March 31, 2002 consistent with past practice or in connection with this Agreement or the transactions contemplated hereby, neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature other than liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent.
Parent Documents. (a) Parent is a reporting issuer or the equivalent in good standing in all of the provinces of Canada and is in compliance in all material respects with its continuous and timely disclosure obligations under Canadian Securities Laws and the rules and regulations of the CSE. Parent has filed with or furnished to the CSE and required regulators under Canadian Securities Law (including following any extensions of time for filing provided by applicable securities Laws) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished, as the case may be (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Documents”), and no material change report has been filed on a confidential basis with any required regulator under Canadian Securities Law that remains confidential at the date of this Agreement. Parent is in compliance in all material respects with the continued listing requirements of the CSE.
(b) As of its filing date (or, if amended or supplemented, as of the date of the most recent amendment or supplement), each Parent Document complied as to form in all material respects with the requirements of applicable securities Laws and did not 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. (c) Parent maintains systems of internal control over financial reporting to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements. Parent has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to Parent’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (ii) any Fraud, whether or not material, that involves management or other employees who have a significant role in internal controls.
Parent Documents. (1) Parent will, with the reasonable assistance of the Company, as promptly as practicable following the date of this Agreement prepare a circular to be sent to Parent’s shareholders in connection with the Parent Shareholders Meeting (the “Parent Circular”) and any document required by applicable law to be included therein or furnished therewith (together, the “Parent Documents”). Parent agrees, as to itself and its Subsidiaries, that the Parent Documents and any supplements thereto and any circulars or documents issued to shareholders of Parent, will contain all particulars relating to Parent required to comply in all material respects with any applicable statutory and other legal provisions. Each of the Company and Parent shall furnish all information concerning it to the other as may be reasonably requested in connection with any such action and the preparation and distribution of the Parent Documents. Notwithstanding the foregoing, prior to mailing the Parent Documents (or any amendment or supplement thereto), each of the Company and Parent, as the case may be, (i) shall provide the other party an opportunity to review and comment on such document and (ii) shall include in such document all comments reasonably proposed by such other party.
Parent Documents. Parent has heretofore furnished Seller with draft Amendment No. 1 to its Registration Statement S-1 dated February 8, 1997, to be filed with the SEC, relating to the offer and sale of 2,200,000 shares of Parent Common Stock in the IPO (the "Registration Statement").
Parent Documents. 29 SECTION 4.6
Parent Documents. Parent has heretofore made available to Sellers or their representative its Prospectus dated March 20, 1997 with respect to the offer and sale of 2,200,000 shares of Parent common stock; SEC Forms 10Q of Parent for the quarters ended March 31, 1997, June 30, 1997, and September 30, 1997, filed with the Securities and Exchange Commission ("S.E.C."), and Form 10K of Parent for the year ended December 31, 1997 filed with the S.E.
Parent Documents. Since January 1, 2001, Parent has filed in a timely manner all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) that it was required to file with the SEC (the "Parent SEC Documents"). As of their respective filing dates and the date of any amendment or restatement or supplement by a subsequently filed Parent SEC Document, the Parent SEC Documents (i) complied in all material respects with the then-applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents and (ii) did not contain any untrue statement of a material fact or omitted to state a 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. The financial statements of Parent included in the Parent SEC Documents (i) at the time filed complied as to form with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), applied (except as may be indicated in the notes thereto) on a consistent basis during the periods involved and (iii) fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited statements, to normal year-end audit adjustments and to other adjustments described in the notes to such unaudited statements), in each case in accordance with GAAP (except as may be noted therein).
Parent Documents. 18 SECTION 4. ACCESS TO INFORMATION AND DOCUMENTS PRIOR TO CLOSING..................................................18
Parent Documents. Parent has heretofore furnished Seller with its Prospectus dated March 20, 1997 with respect to the offer and sale of 2,200,000 shares of Parent Common Stock (the "Prospectus"); SEC Forms 10Q of Parent for the quarters ended March 31, 1997 and June 30, 1997; and all press releases issued by Parent after June 30, 1997. To the knowledge of Parent and PSC, no representation or warranty by Parent or PSC contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements or facts contained therein not misleading.
Parent Documents. The financial statements of Parent included in the Annual Report, the SEC Documents and, to the extent applicable, the Current SEC Documents were prepared in accordance with GAAP and fairly present, in all material respects in accordance with GAAP, the financial condition and results of operation and changes in financial position as of the dates thereof.
