Purchaser SEC Documents. The Purchaser has filed all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) with the Securities and Exchange Commission (the “SEC”) required to be filed by the Purchaser since January 1, 2002 (the “Purchaser SEC Documents”). As of their respective dates, the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (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 promulgated thereunder applicable to such Purchaser SEC Documents, and none of the Purchaser 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. Except to the extent that information contained in any Purchaser SEC Document has been revised or superseded by a later-filed Purchaser SEC Document, none of the Purchaser SEC Documents contains any untrue statement of a material fact or omits to state any material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. The financial statements (including the related notes) of the Purchaser included in the Purchaser SEC Documents complied at the time they were filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q and Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly presented in all material respects the consolidated financial position of the Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as disclosed in the Purchaser SEC Documents filed by the Purchaser and publicly available prior to the date of this Agreement (the “Filed Purchase...
Purchaser SEC Documents. (a) Since December 31, 2005, the Purchaser has filed or furnished all forms, reports, documents and other materials required to be filed by it with the SEC. As of the respective dates, or, if amended, as of the date of the last such amendment, the Purchaser SEC Documents, including any financial statements or schedules included therein, (i) were prepared in all material respects in accordance with either the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, 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.
Purchaser SEC Documents. As of their respective dates, or if replaced, supplemented, modified or amended since the time of filing, as of the date of the most recent replacement, supplement, modification or amendment, all registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to be filed or furnished by Purchaser Parent to the SEC since July 8, 2015 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the “Purchaser SEC Documents”) (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the Xxxxxxxx-Xxxxx Act of 2002, as amended, (to the extent then applicable) and (ii) did not at the time each such document was filed, 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 light of the circumstances under which they were made, not misleading.
Purchaser SEC Documents. The Members represents and warrants that it has read the Purchaser SEC Documents, and has been afforded the opportunity to ask the Purchaser any questions which it desires about the Purchaser's business, financial condition, and corporate history prior to the Closing.
Purchaser SEC Documents. (a) Purchaser has timely filed with the U.S. Securities and Exchange Commission ("SEC") all required reports, filings, registration statements and other documents to be filed by it with the SEC since January 1, 2000.
(b) As of its filing date, or as amended or supplemented prior to the date hereof, each Purchaser SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act.
(c) No Purchaser SEC Document, as of its filing date, contained 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.
Purchaser SEC Documents. Purchaser is not current with the filing of documents with the SEC pursuant to the Securities Exchange Act of 1934 with the last filing being made in December 2008. The Information and Disclosure Statement prepared by Purchaser pursuant to Rule 15c2-(11)(a)(5) of the Exchange Act and included as Schedule E and made a part hereof is true and accurate in all material respects and does not contain any omissions or misstatements of a material fact.
Purchaser SEC Documents. 12 6.12 Absence of Certain Changes................................. 12
Purchaser SEC Documents. The Target and the Target Shareholders have had the ability to review each report, schedule and registration statement filed by the Purchaser with the SEC (collectively, and as such documents have since the time of their filing been amended, the "Purchaser SEC Documents").
Purchaser SEC Documents. (a) Purchaser’s Registration Statement No. 333-177230 on Form S-1, including all amendments and supplements thereto (the “Purchaser Registration Statement”), complies as to form in all material respects with the applicable requirements of the Securities Act.
(b) Purchaser’s filings with the United States Securities and Exchange Commission (“SEC”) on Forms 8-K, 10-Q and 10-K since December 31, 2012 (the “Purchaser Periodic Reports”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder applicable to such Purchaser Periodic Reports on the date it was filed with the SEC (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof).
(c) None of the Purchaser Registration Statement and the Purchaser Periodic Reports when it was filed with or furnished to the SEC (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof) 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.
Purchaser SEC Documents. The Annual Report on Form 10-KSB for the year ended December 31, 1999 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 of the Purchaser, as filed with the SEC, as supplemented by all documents filed by the Purchaser with the SEC prior to the date of the Closing pursuant to Section 13, 14(a), or 15(d) under the Exchange Act. Release. As defined in 42 U.S.C. Section 9601(22).
