Parent Filings. (a) Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by it on or after January 1, 2014 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”; together with any of the foregoing filed with or furnished to the SEC by Parent after the date of this Agreement and prior to the Effective Time, the “Parent Filings”).
(b) No Subsidiary of Parent is required to file or furnish any report, statement, schedule, form or other document with, or make any other filing with, or furnish any material to, the SEC.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent Filing filed pursuant to the Exchange Act (i) was, and each Parent Filing filed subsequent to the date of this Agreement will be, prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not, and each Parent Filing filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(d) Each Parent Filing that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, 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 not misleading.
(e) With respect to each report on Form 10-K and each quarterly report on Form 10-Q included in the Parent Filings, the chief executive officer and chief financial officer of Parent have made all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 and any related rules and regulations promulgated by the SEC.
(f) Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by Parent is recorded, processed, summarized and reported within the time periods specified in ...
Parent Filings. Except as disclosed to the Company and the Company Shareholders in writing, in materials filed by Parent pursuant to the Securities Act or the Exchange Act, or set forth in press releases that have been made public by Parent (including but not limited to those from time to time posted at or available through Nasdaq's website at http://xxx.xxxxxx.xxx), xhere has been no material adverse change in the financial condition of Parent since September 30, 1999.
Parent Filings. The Company will use its reasonable best efforts to cooperate with Parent to (i) prepare pro forma financial statements that comply with the rules and regulations of the SEC to the extent required for any SEC filings to be made by Parent, including the requirements of Regulation S-X; and (ii) provide and make reasonably available upon reasonable notice the senior management employees of the Company to discuss the materials prepared and delivered pursuant to this Section 6.15.
Parent Filings. Parent shall have received all information from the Company, including any financial statements of the Company, audited or otherwise, necessary for Parent to comply with its reporting obligations under the Exchange Act, including, but not limited, to, all information necessary to file a completed Form 8-K required to be filed in connection with the consummation of the transactions contemplated by this Agreement.
Parent Filings. Stockholder and the Company shall cooperate with Parent in all respects and provide whatever materials are required with respect to the Company in connection with any audits, public filings, or disclosure required made by the Parent.
Parent Filings. Parent shall promptly provide the Company (or its counsel) copies of all filings made by Parent with any federal, state or foreign Governmental Entity in connection with this Agreement and the Related Documents and the transactions contemplated hereby and thereby.
Parent Filings. (a) Public Records. Parent has filed all reports, schedules, forms, statements, and other documents as are required to be filed by it under the Securities Laws of Ontario. All continuous and timely disclosure documents, reports, forms, filings, and fees required to be made and paid by Parent pursuant to such Securities Laws have been made and paid in accordance with such Securities Laws. The information, documents, and statements set forth in the Public Record did not contain any “misrepresentation,” within the meaning of the Securities Laws of Ontario, as of the date of such information or statement, and were prepared in accordance with and, as applicable, complied with applicable Securities Laws. Parent has not filed any confidential material change reports still maintained on a confidential basis.
(b) Financial Information. The financial statements of: (i) Parent included in Parent’s CSE Listing Statement dated November 14, 2018 (the “Listing Statement”); and (ii) certain of its Subsidiaries included in the Listing Statement: fairly present, in all material respects and in accordance with generally accepted accounting principles in Canada, consistently applied, the financial position and condition, the results of the operations, cash flows, and other information purported to be shown therein of Parent and such Subsidiaries, respectively as at the dates thereof and for the periods then ended and reflect all assets, liabilities, and obligations (absolute, accrued, contingent, or otherwise) of Parent and such Subsidiaries, respectively as at the dates thereof required to be disclosed in accordance with generally accepted accounting principles in Canada. There has not been any reportable event (within the meaning of Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations) with the auditors of Parent. Since November 14, 2018, except as disclosed in the Public Record, there has not been any material change in the capital, assets, liabilities, or obligations (absolute, accrued, contingent, or otherwise) of Parent or its Subsidiaries, and there has not been any adverse material change in the business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent, or otherwise), condition (financial or otherwise) or results of operations of Parent or its Subsidiaries since the date of the Listing Statement; and since that date except as disclosed in the Public Record, there have been no material facts, transactions, e...
Parent Filings. (a) Public Records. Parent has filed all reports, schedules, forms, statements, and other documents as are required to be filed by it under the Securities Laws of Ontario. All continuous and timely disclosure documents, reports, forms, filings, and fees required to be made and paid by Parent pursuant to such Securities Laws have been made and paid in accordance with such Securities Laws. The information, documents, and statements set forth in the Public Record did not contain any “misrepresentation,” within the meaning of the Securities Laws of Ontario, as of the date of such information or statement, and were prepared in accordance with and, as applicable, complied with applicable Securities Laws. Parent has not filed any confidential material change reports still maintained on a confidential basis.
Parent Filings. Parent has made available, or will make available, to the Company (i) its annual reports on Form 10-K for its fiscal years ended May 31, 1999, 2000 and 2001, (ii) its quarterly reports on Form 10-Q for its quarters ended August 31, 2001, November 30, 2001, and Mxxxx 0, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by, the stockholders of Parent held since May 31, 2001 and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since March 1, 2002 through the Closing Date (the documents referred to in this Section 3.4(a) being referred to collectively as the “Parent SEC Documents”).
Parent Filings. Parent will comply, on a timely basis, with all federal and state securities laws. Specifically, Parent agrees to file a Form 8-K within six (6) business days after the Closing date. Such Form 8-K shall include a thorough description of Parent, this transaction and all required financial statements. In addition, Parent shall obtain a listing for the combined companies in Standard & Poors immediately after the Closing Date using the symbol. All disclosures made to the public through: (a) the Standard & Poors Listing (b) the SEC filings, (c) due diligence packages to brokers, or made by any other means shall not contain any untrue statement of material fact or omit any material fact which would cause the facts presented to be misleading.
