Common use of Parent SEC Filings; Parent Financial Statements Clause in Contracts

Parent SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “PARENT SEC REPORTS.” As of their respective dates, the Parent SEC Reports (i) were prepared 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SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (Terra Tech Corp.), Agreement and Plan of Merger (Soefl Inc.)

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Parent SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports and documents required to be filed with the SEC since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Parent may file subsequent to the date hereof) are collectively referred to herein as the “PARENT Parent SEC REPORTS.” Reports”. As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Surge Holdings, Inc.), Agreement and Plan of Merger (Driven Deliveries, Inc.)

Parent SEC Filings; Parent Financial Statements. (a) a. Parent has filed all forms, reports and documents required to be filed with the SEC since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that Parent may file subsequent to the date hereof) are collectively referred to herein as the “PARENT Parent SEC REPORTS.” Reports”. As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Driven Deliveries, Inc.)

Parent SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed by it with the SEC. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that Parent may file subsequent to the date hereof) are collectively referred to herein as the “PARENT Parent SEC REPORTS.Reportsand Parent has provided or made available to the Company copies thereof and of all correspondence to or from the SEC with respect to Parent. As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Trenton Acquisition Corp.)

Parent SEC Filings; Parent Financial Statements. (a) Parent has filed all forms, reports and documents required to be filed with the SEC United States Securities and Exchange Commission (“SEC”) since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “PARENT Parent SEC REPORTSReports.” As of their respective dates, the Parent SEC Reports (i) were prepared 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 thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (North American Oil & Gas Corp.)

Parent SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports and documents required to be filed with the SEC since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Parent may file subsequent to the date hereof) are referred to herein as the "PARENT SEC REPORTS." As of their respective dates, the Parent SEC Reports (i) were prepared 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 thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. The Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Copper Valley Minerals LTD)

Parent SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports and documents required to be filed with the SEC United States Securities and Exchange Commission ("SEC") since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Parent may file subsequent to the date hereof) are referred to herein as the “PARENT "Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared 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 thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. The Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (K2 Digital Inc)

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Parent SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports and documents required to be filed with the SEC since the initial filing date of this Agreement, and has made available to the Company such forms, reports and documents in registration statement for the form filed with the SECParent's initial public offering. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Parent may file subsequent to the date hereof) are collectively referred to herein as the “PARENT "Parent SEC REPORTSReports." As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.-------------------------------------------------------------------------------- 19

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fun City Popcorn Inc)

Parent SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports and documents required to be filed with the SEC since the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Parent may file subsequent to the date hereof) are collectively referred to herein as the “PARENT Parent SEC REPORTS.Reportsand Parent has provided or made available to Arno copies thereof and of all correspondence to or from the SEC with respect to the Parent. As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Laurier International Inc)

Parent SEC Filings; Parent Financial Statements. (a) The Parent has filed all forms, reports and documents required to be filed with the SEC since Securities and Exchange Commission (the date of this Agreement, and has made available to the Company such forms, reports and documents in the form filed with the "SEC"). All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Parent may file subsequent to the date hereof) are collectively referred to herein as the "PARENT SEC REPORTS.” " and Parent has provided or made available to PRP copies thereof and of all correspondence to or from the SEC with respect to the Parent. As of their respective dates, the Parent SEC Reports (i) were prepared in all material respects accordance with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT") or the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) 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 therein, in the light of the circumstances under which they were made, not misleading. Merger Sub is not required to file any forms, reports or other documents with the SEC.

Appears in 1 contract

Samples: Indemnification Agreement (R&r Acquisition Iii, Inc)

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