Common use of Parent SEC Documents Clause in Contracts

Parent SEC Documents. Parent has furnished or made available to the Company, Indemnifying Officer and Securityholder Representative a correct and complete copy of Parent's Annual Report on Form 10-KSB filed with the SEC with respect to the fiscal year ended September 30, 2006, and Parent's Quarterly Report on Form 10-QSB filed with the SEC with respect to the fiscal quarter ended June 30, 2006, (the "Form 10-QSB"), and registration statement filed on Form 8-K filed by Parent with the SEC on or after the date of filing of the Form 10-QSB, which are all the documents that Parent was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Securities Exchange Act on or after the date of filing with the SEC of the Form SB-2 (as amended, the "Parent SEC Documents"). As of their respective filing dates, or in the case of the Form SB-2 registration statement, their respective effective times, none of the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) 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, and the Parent SEC Documents complied when filed, or in the case of registration statements, as of their respective effective times, in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder.

Appears in 2 contracts

Samples: Merger Agreement (Celsius Holdings, Inc.), Merger Agreement (Celsius Holdings, Inc.)

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Parent SEC Documents. Parent has All reports, schedules, forms, statements and other documents (including financial statements and exhibits) required to be filed or furnished or made available to the Company, Indemnifying Officer and Securityholder Representative a correct and complete copy of Parent's Annual Report on Form 10-KSB filed with the SEC with respect to the fiscal year ended September 30, 2006, and Parent's Quarterly Report on Form 10-QSB filed with the SEC with respect to the fiscal quarter ended June 30, 2006, (the "Form 10-QSB"), and registration statement filed on Form 8-K filed by Parent with the SEC under the Exchange Act or Securities Act since January 1, 2021 (the “Parent SEC Documents”) have been filed (or, to the extent permitted by applicable Law, furnished) by or on behalf of Parent with the SEC on a timely basis. As of the time it was filed with the SEC (or, if amended or after superseded, then on the date of filing such amended or superseding filing): (i) each of the Form 10-QSB, which are Parent SEC Documents complied in all the documents that Parent was required to file (or otherwise did file) material respects with the SEC in accordance with Sections 13, 14 and 15(d) applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act (as the case may be) and the applicable regulations promulgated thereunder and the listing requirements and corporate governance rules and regulations of the NYSE, each as in effect on or after the date of filing with the SEC of the Form SB-2 (as amended, the "such Parent SEC Documents"). As of their respective filing dates, or in the case of the Form SB-2 registration statement, their respective effective times, Document was filed; and (ii) none of the Parent SEC Documents (including all exhibits and schedules thereto and documents any financial statements included or incorporated by reference therein) 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, and the Parent SEC Documents complied when filed, or in the case of registration statements, as of their respective effective times, in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder.

Appears in 1 contract

Samples: Merger Agreement

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Parent SEC Documents. Parent has furnished or made available to the Company, Indemnifying Officer and Securityholder Representative a correct and complete copy of Parent's Annual Report on Form 10-KSB filed with the SEC with respect to the fiscal year ended September December 30, 2006, and Parent's Quarterly Report on Form 10-QSB filed with the SEC with respect to the fiscal quarter ended June 30March 31, 20062007, (the "Form 10-QSB"), and registration information statement filed on Form 14A on April 30, 2007 and Form 8-K Ks filed May 7, 2007 and May 24, 2007, filed by Parent with the SEC on or after the date of filing of the Form 10-QSBSEC, which are all the documents that Parent was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Securities Exchange Act on or after the date of filing with the SEC of the Form SB-2 (as amended, the "Parent SEC Documents"). As of their respective filing dates, or in the case of the Form SB-2 registration statement, their respective effective times, none of the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) 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, and the Parent SEC Documents complied when filed, or in the case of registration statements, as of their respective effective times, in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. To Parent's knowledge there is no Person required to file a Schedule 13D or Form 3 by virtue of having beneficial ownership of more than 5% of Parent' s Common Stock who has not made such a filing.

Appears in 1 contract

Samples: Purchase Agreement (Trustcash Holdings, Inc.)

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