Public Filings; Financial Statements. (a) Parent has filed with or furnished to the SEC on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the SEC by Parent since December 31, 2011 (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Parent SEC Documents”). As of their respective filing dates (or, if amended by a filing prior to the date of this Agreement, then on the date of such amendment), the Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and all other applicable federal securities Laws (including, in each case, the rules and regulations promulgated thereunder), and none of the Parent SEC Documents 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.
(b) The financial statements (including the related notes and schedules thereto) included or incorporated by reference in the Parent SEC Documents (i) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and (iv) fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount).
(c) Parent has filed with or furnished to the Canadian Securities Regulators on a timely basis all forms, reports, schedules, statements (including proxy, information and registration statements) and other documents required to be filed with or furnished to the Canadian Securities Regulators by Parent since December 31, 2...
Public Filings; Financial Statements. (a) Tartisan has filed all documents required pursuant to Applicable Securities Laws (the “Tartisan Public Documents”). As of their respective dates, the Tartisan Public Documents complied in all material respects with the then applicable requirements of the Applicable Securities Laws and, at the respective times they were filed, none of the Tartisan Public Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. Tartisan has not filed any confidential disclosure reports, which have not at the date hereof become public knowledge.
(b) The audited consolidated financial statements (including, in each case, any notes thereto) of Tartisan as at and for the year ended March 31, 2017 included in the Tartisan Public Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated assets, liabilities and financial condition of Tartisan and its consolidated subsidiaries as of the respective dates thereof and the consolidated earnings, results of operations and changes in financial position of Tartisan and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Tartisan Public Documents, Tartisan has not, since June 30, 2017, made any change in the accounting practices or policies applied in the preparation of its financial statements.
(c) Tartisan is a “reporting issuer” (or its equivalent) under applicable Canadian Securities Laws of each of the Provinces of Ontario, Alberta and British Columbia. Tartisan is not currently in default in any material respect of any requirement of such Canadian Securities Laws and Tartisan is not included on a list of defaulting reporting issuers maintained by any of the securities commissions or similar regulatory authorities in each of such Provinces. Tartisan is in compliance in all material respects with the rules and regulations of the CSE.
(d) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since June 30, 2017 with the present or former auditors of the Tartisan Group.
(e) Other than as disclosed in the Tartisan Public Documents, there are no contracts with Tartis...
Public Filings; Financial Statements. (i) Since August 16, 2012, Buyer has filed all reports required to be filed under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended; (ii) all of the SEC Reports, as filed with the SEC, (A) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as applicable, and the rules and regulations promulgated thereunder, in each case as in effect on the date so filed, and (B) did not contain when filed, or if amended prior to the date of this Agreement, as of the date of such amendment, 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 light of the circumstances under which they were made, not misleading; and (iii) the financial statements (including, in each case, any related notes) contained in the SEC Reports complied in all material respects with the applicable rules and regulations of the SEC with respect thereto as in effect on the date so filed, were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by the SEC) and fairly present in all material respects the consolidated financial position of Buyer and its subsidiaries as at the respective dates and the consolidated results of its operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end recurring adjustments).
Public Filings; Financial Statements. (a) Strategic has filed all the Public Filings for the 12 months preceding the date hereof.
(b) As of their respective dates, the Public Filings described in Section 7.3.11(a) above complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Public Filings described in Section 7.3.11(a) above, and none of the Public Filings described in Section 7.3.11(a) above, at the time they were filed with the SEC 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. The financial statements of Strategic included in the Public Filings described in Section 7.3.11(a) above have been prepared in accordance with GAAP, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the financial statements or the notes thereto, or (ii) in the case of unaudited interim financial statements, to the extent they may not include footnotes, and fairly present in all material respects the consolidated financial position of Strategic as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments.)
Public Filings; Financial Statements.
(a) As of their respective dates, all documents the Purchaser has filed pursuant to Applicable Canadian Securities Laws (the "Purchaser Securities Documents") complied in all material respects with the Applicable Canadian Securities Laws (and all other applicable securities laws) and, at the respective times they were filed, none of the Purchaser Securities Documents contained any untrue statement of a Material Fact or omitted to state a Material Fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. The Purchaser has not filed any confidential disclosure reports which have not at the date hereof become public knowledge. The Purchaser has not filed any confidential material change reports which remain confidential as at the date hereof and there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1
Public Filings; Financial Statements. (a) None of the Company or any of its Subsidiaries is required to file forms, reports and documents with the SEC.
(b) The balance sheets of the Company as of December 31, 1997 and 1998 and the related statements of operations, retained earnings and cash flows for the years then ended, audited by McGladrey & Xxxxxx, LLP (the "Company Audited Financial Statements") present fairly the financial position of the Company in accordance with GAAP, consistently applied.
(c) The unaudited balance sheet (the "Company Balance Sheet") of the Company at September 30, 1999 and the related unaudited statements of operations and retained earnings for the twelve month period then ended present fairly the financial position of the Company in accordance with GAAP, consistently applied, subject to normal recurring year-end adjustments and the absence of notes (that if presented, would not differ materially from those included in the Company Audited Financial Statements).
Public Filings; Financial Statements. (a) The financial statements (including, in each case, any notes thereto) of Digital for the financial years ended December 31, 2019 and December 31, 2020 and for the six month period ended June 30, 2021 included in the Digital Securities Documents were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the assets, liabilities and financial condition of Digital as of the respective dates thereof and the earnings, results of operations and changes in financial position of an for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and to customary year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Digital Securities Documents, Digital has not, since December 31, 2020, made any change in the accounting practices or policies applied in the preparation of its financial statements.
(b) Digital is not now, and on the Effective Date will not be, a “reporting issuer” under Canadian Securities Laws in the Province of British Columbia. Digital is not currently in default in any material respect of any requirement of applicable Canadian Securities Laws and Digital is not included on a list of defaulting reporting issuers maintained by the British Columbia Securities Commission.
(c) Other than as disclosed in the financial statements or in employment agreements entered into in the ordinary course, there are no contracts with Digital, on the one hand, and: (i) any officer or director of Digital; (ii) any holder of 5% or more of the equity securities of Digital; or (iii) an Associate or Affiliate of a person in (i) or (ii), on the other hand.
Public Filings; Financial Statements. (i) Since August 16, 2012, Buyer has filed all reports required to be filed under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended; (ii) all of the SEC Reports, as filed with the SEC, (A) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as applicable, and the rules and regulations promulgated thereunder, in each case as in effect on the date so filed, and (B) did not contain when filed, or if amended prior to the date of this Agreement, as of the date of such amendment, 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 light of the circumstances under which they were made, not misleading; and
Public Filings; Financial Statements. Purchaser is a reporting issuer in good standing under the securities laws of the Province of Ontario and no material change relating to Purchaser or its Affiliates has occurred with respect to which a material change report has not been filed under any securities Laws and no such disclosure has been made on a confidential basis. Purchaser has complied with the requirements of all applicable corporate Laws in relation to the issue and trading of its securities. The Public Record complies with all securities Laws, is in all material respects accurate, contains no misrepresentations and omits no facts, the omission of which makes the Public Record or any particulars therein, misleading or incorrect. "Public Record" means the annual and interim financial statements, management's discussion and analysis of operating results, annual and quarterly reports to shareholders, management proxy circulars, prospectuses, annual information forms, material change reports and press releases and all other information disseminated to the public or filed by Purchaser with any Canadian securities commission or exchange during the twelve (12) months preceding the date hereof. The issuance and sale shares of Purchaser Common Stock hereunder are exempt from the registration and prospectus delivery requirements of all applicable securities Laws. Under applicable Canadian securities laws, the Purchaser Common Stock issuable pursuant to Section I and listed on the TSX may be resold by the Sellers into Canada four (4) months after such payment without the filing of a prospectus or any other document with any Governmental or Regulatory Authority.
Public Filings; Financial Statements. Since December 3, 1999, the Company has filed with the Securities and Exchange Commission (the "SEC") all reports, schedules, forms, registration statements and other documents required to be filed by it as a registrant under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Except for matters otherwise corrected by the subsequent filing with the SEC of an appropriate amendment prior to the date of this Subscription Agreement, such reports, forms, and documents filed by the Company with the SEC prior to the date of this Subscription Agreement and since December 3, 1999 (the "Company SEC Reports") (including any financial statements filed as a part thereof or incorporated by reference therein) did not, at the time they were filed (or if amended or superseded by a filing prior to the date of this Subscription 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 in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the circumstances under which they were made, not misleading.
