Parent SEC Filings. (a) Parent has filed all forms, registration statements, reports and documents required to be filed by it with the Securities Exchange Commission (“SEC”) since March 31, 2011 (the “Parent SEC Report Date”). Each of the forms, reports, registration statements, and other documents, filed by Parent with the SEC since the Parent SEC Report Date (such forms, registration statements, reports and other documents (“Parent SEC Documents”)) and the certifications and statements required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act (collectively, the “Parent Certifications”) (i) as of the date of the filing thereof, complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, including in each case the rules and regulations thereunder, with each such Parent SEC Document having been filed on a timely basis within the time period it was required to be filed with the SEC pursuant to the reporting requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as applicable, and (ii) as of its filing date (or, if amended or superseded by a subsequent filing prior to the date hereof, on the date of such filing) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representation and warranties set forth in this Section 5.06 shall not apply to the Proxy Statement, which shall be addressed in Section 7.01 below.
(b) Parent and its subsidiaries have implemented and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and such controls and procedures provide reasonable assurance that (i) all information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) all such information is accumulated and communicated to Parent’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
(c) Parent is, and since the Parent SEC Report Date has been, in compliance in all material respects with (i) the applicable listing and corpor...
Parent SEC Filings. Between the date hereof and the Closing Date, the Company shall cooperate with the Parent in connection with the preparation and filing of, and provide to the Parent for inclusion or incorporation by reference in, any reports, filings, schedules or registration statements (including any prospectus contained in any such registration statement) to be filed by the Parent with the SEC (the "Parent Filings"). Without limiting the foregoing, the Company shall take all commercially reasonable actions requested by the Parent to enable the Parent to include or incorporate by reference in the Parent Filings any Financial Statement of Company, including, without limitation, and any auditors' report thereon. The Parent agrees that (i) at least three (3) Business Days prior to filing, the Parent shall furnish the Company copies of all proposed Parent Filings relating to, disclosing or describing the transactions contemplated by this Agreement or the Placement, and (ii) it shall not make any Parent Filing described in the immediately preceding clause (i) without the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed.
Parent SEC Filings. Parent has delivered to the Company its annual report on Form 10-K for its fiscal year ended December 31, 2005, its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2006 and June 30, 2006 and each of its reports or registration statements filed with the SEC since January 1, 2006. As of its filing date, each such report or statement filed pursuant to the 1934 Act did 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 light of the circumstances under which they were made, not misleading. Each such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act did 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 light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Form 10-K and Form 10-Qs referred to in the first sentence of this Section 5.7 were prepared in accordance with GAAP (except, in the case of the unaudited financial statements, for the absence of footnote disclosure) applied on a consistent basis throughout the periods involved and fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated.
Parent SEC Filings. Prior to the Effective Time, the Parent shall furnish the Company with a copy of each periodic or current report filed by it under the Exchange Act promptly after filing the same. All filings made by the Parent after the date hereof pursuant to the Exchange Act will be made in timely fashion, will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and will not contain any untrue statement of a material fact or omit 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 are made, not misleading.
Parent SEC Filings. 4.07(a)(iv) Parent Stock................................... 1.02(a) Registration Statement......................... 4.09(a) SEC............................................ 3.07(a)(iv) Surviving Corporation.......................... 1.01(a)
Parent SEC Filings. Parent has filed all forms, reports, and documents required to be filed by it with the SEC since November 29, 2006 through the date of this Agreement (collectively, the “SEC Reports”). As of the respective dates on which they were filed, the SEC Reports were prepared in all material respects in accordance with the Exchange Act and none of the SEC Reports contained any untrue statement of a material fact or failed to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Parent SEC Filings. 4.6 person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(j) Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
Parent SEC Filings. Between the date hereof and the Closing Date, the Company shall cooperate with the Parent in connection with the preparation and filing of, and provide to the Parent for inclusion or incorporation by reference in, any reports, filings, schedules or registration statements (including any prospectus contained in any such registration statement) to be filed by the Parent with the SEC (the “Parent Filings”). Without limiting the foregoing, the Company shall take all commercially reasonable actions requested by the Parent to enable the Parent to include or incorporate by reference in the Parent Filings any financial statements of the Company and any auditors’ report thereon.
Parent SEC Filings. (a) Parent has filed all Parent SEC Documents since January 1, 2011. Each Parent SEC Document (i) as of its date, complied as to form with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, as in effect on the date so filed and (ii) did not, at the time it was filed (or, if subsequently amended or supplemented, at the time of such amendment or supplement), contain any untrue statement of a fact or omit to state a fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, no Subsidiary of Parent is separately subject to the reporting requirements of the Exchange Act. As of the date hereof, there are no unresolved comments received by Parent from the SEC staff with respect to any Parent SEC documents.
(b) Since January 1, 2011, Parent has disclosed, based on its most recent evaluation prior to the date hereof, to Parent’s auditors and the audit committee of its board of directors (i) any significant deficiencies and weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect, in any respect, Parent’s ability to record, process, summarize and report financial information and (ii) any fraud, or to the knowledge of Parent, alleged fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraph (e) and (f) of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Such controls and procedures are designed to ensure that all information concerning Parent and its Subsidiaries that is required to be disclosed in the Parent SEC Documents and other public disclosures is made known on a timely basis to the individuals responsible for the preparation of Parent’s SEC filings and other public disclosure documents. Since January 1, 2011, Parent has been in compliance with the applicable provisions of the Xxxxxxxx-Xxxxx Act, and Parent has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) with respect to a...
Parent SEC Filings. 4.6(a) Parent Stock..................................... 1.2(a) Registration Statement........................... 4.8(a) SEC.............................................. 3.7(a) Stock Price...................................... 1.2(a) Substitute Option................................ 1.4
