Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. (a) Parent has filed and furnished all required reports, schedules, forms, prospectuses and registration, proxy and other statements with the SEC since January 1, 2006 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). None of the Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filing, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hilb Rogal & Hobbs Co), Agreement and Plan of Merger (Willis Group Holdings LTD)

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Parent SEC Documents. (a) Since January 1, 2006, Parent has timely filed and furnished all required reports, schedules, forms, prospectuses and registration, proxy statements and other statements documents required to be filed by it with the SEC pursuant to the Exchange Act or Securities Act (all of the foregoing filed since January 1, 2006 (collectively, and in each case including prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “Parent SEC Documents”). None A true and complete copy of all Parent SEC Documents is available on the Parent’s Subsidiaries is required to file periodic reports with Web site maintained by the SEC pursuant to the Exchange Actat hxxx://xxx.xxx.xxx. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant filing dates, except as noted therein or to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other extent corrected by subsequently filed Parent SEC Documents) or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filing, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and except as noted therein or to the extent corrected by subsequently filed Parent SEC Documents, none of the Parent SEC Documents as of such respective contained on their effective dates 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Implant Sciences Corp)

Parent SEC Documents. (a) Except as disclosed in Section 4.13 of the Purchaser Parties’ Disclosure Schedule, Parent has filed and furnished all required documents, reports, schedules, forms, prospectuses prospectuses, and registration, proxy and other statements with the SEC since January 1April 30, 2006 2008 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). None of the Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or), or if amended or superseded by a subsequent filing made prior to the date hereof, of this Agreement then as of the date of such amendment or superseding filing, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Securities Act, as the case may be, and the rules and regulations of the SEC applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates 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.

Appears in 1 contract

Samples: Arrangement Agreement (Quantum Fuel Systems Technologies Worldwide Inc)

Parent SEC Documents. (a) Parent has filed made available to the Company, or the SEC’s Electronic Data Gathering, Analysis and furnished Retrieval database contains in a publicly available format, accurate and complete copies of all required annual reports on Form 10-K, quarterly reports on Form 10-Q, registration statements, prospectuses, proxy statements and other statements, reports, schedules, forms, prospectuses and registration, proxy forms and other statements documents (and all amendments or supplements thereto) filed or furnished by Parent with the SEC since January 1, 2006 2009 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Parent SEC Documents”). None of the Parent’s Subsidiaries is All statements, reports, schedules, forms and other documents required to file periodic reports be filed or furnished by Parent with the SEC pursuant to the Exchange Actsince January 1, 2009 have been so filed or furnished. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements time it was filed pursuant or furnished to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended amended, supplemented or superseded by a subsequent filing made prior to the date hereoffiling, as of on the date of such amendment or superseding filing), (i) each of the Parent SEC Documents complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may beapplicable, applicable to such and (ii) no Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National Patent Development Corp)

Parent SEC Documents. (a) Parent has filed and with or furnished to the SEC all required reports, schedules, forms, statements, prospectuses and registration, proxy and other statements documents required to be filed with or furnished to the SEC by Parent since January 1, 2006 (collectively2016, and in each case including all together with any exhibits and schedules thereto and other information incorporated therein (collectively, together with any documents incorporated filed with the SEC 37 during such period by reference thereinParent on a voluntary basis on a Current Report on Form 8-K, the “Parent SEC Documents”). None of the Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filing), the Parent SEC Documents complied as to form in all material respects with the requirements of the Exchange ActSOX, the Securities Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the published rules and regulations of the SEC, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WestRock Co)

Parent SEC Documents. (a) Parent has filed and furnished all required reports, schedules, --------------------- forms, prospectuses and registration, proxy statements and other statements documents (including exhibits and other information incorporated therein) with the SEC required to be filed by Parent since January 1, 2006 1999 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated filed during such period by reference thereinParent with the SEC on a voluntary basis on Current Reports on Form 8-K, the "Parent SEC Documents"). None of the Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filingdates, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates 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. Except to the extent that information contained in any Parent SEC Document has been revised or superseded by a later- filed Parent SEC Document, none of the Parent SEC Documents contains any untrue statement of a material fact or omits 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alza Corp)

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Parent SEC Documents. (a) Since September 13, 2002, Parent has timely filed and furnished all required reports, schedules, forms, prospectuses and registration, proxy statements and other statements documents required to be filed by it with the SEC pursuant to the Exchange Act or Securities Act (all of the foregoing filed since January 1September 13, 2006 (collectively, 2002 and in each case including prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “Parent SEC Documents”). None A true and complete copy of all Parent SEC Documents is available on the Parent’s Subsidiaries is required to file periodic reports with Web site maintained by the SEC pursuant to the Exchange Actat xxxx://xxx.xxx.xxx. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant filing dates, except as noted therein or to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other extent corrected by subsequently filed Parent SEC Documents) or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filing, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or and the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and except as noted therein or to the extent corrected by subsequently filed Parent SEC Documents, none of the Parent SEC Documents as of such respective contained on their effective dates 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)

Parent SEC Documents. (a) Parent has filed and with or furnished to the SEC all required reports, schedules, forms, statements, prospectuses and registration, proxy and other statements documents required to be filed with or furnished to the SEC by Parent since January 1, 2006 (collectively2016, and in each case including all together with any exhibits and schedules thereto and other information incorporated therein (collectively, together with any documents incorporated filed with the SEC during such period by reference thereinParent on a voluntary basis on a Current Report on Form 8-K, the "Parent SEC Documents"). None of the Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Parent SEC Documents) or, if amended or superseded by a subsequent filing made prior to the date hereof, as of the date of such amendment or superseding filing), the Parent SEC Documents complied as to form in all material respects with the requirements of the Exchange ActSOX, the Securities Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, and the published rules and regulations of the SEC, applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such respective dates (and, if amended, as of the date of the filing of such amendment, with respect to the disclosures that are amended) 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 the light of the circumstances under which they were made, not misleading.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp)

Parent SEC Documents. (a) Parent has filed and furnished all required reports, schedules, forms, prospectuses reports and registration, proxy and other statements documents with the SEC since required to be filed by it after January 1, 2006 2002 and prior to the date of this Agreement (collectively, together with the amendments and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsupplements to such filings filed prior to the date of this Agreement, the “Parent SEC Documents”). None of the Parent’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of Each Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and Document, as of their respective SEC its filing dates date (in the case of all other Parent SEC Documents) or, or if amended or superseded by a subsequent filing made prior to the date hereofamended, as of the date of such amendment or superseding filing, the Parent SEC Documents its last amendment) complied as to form in all material respects with the applicable requirements of the Exchange Securities Act, and the Securities Act or the Xxxxxxxx-Xxxxx Exchange Act, as the case may be, applicable to such . No Parent SEC DocumentsDocument filed pursuant to the Exchange Act, and none as of its filing date (or if amended, as of the date of its last amendment), contains any untrue statement of a material fact or omitted 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. No Parent SEC Documents Document filed pursuant to the Securities Act, as of the date such respective dates document or amendment became effective (or if amended or supplemented, as of the date of its last amendment or supplement), contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. Parent has no material undisclosed or off-balance sheet liabilities. No Subsidiary of Parent is required to file any forms, in light reports, or other documents pursuant to the Securities Act or the Exchange Act. Parent is eligible to register the Parent Stock issuable upon conversion of the circumstances Convertible Notes for resale on Form S-3 promulgated under which they were made, not misleadingthe Securities Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aquantive Inc)

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