SEC Disclosure. Buyer is acquiring the Properties for its own account for use in its trade or business, and not with a view toward or for sale associated with any distribution thereof, nor with any present intention of making a distribution thereof within the meaning of the Securities Act of 1933, as amended.
SEC Disclosure. Buyer is an experienced and knowledgeable investor and operator in the oil and gas business. Buyer is acquiring the Properties for its own account for use in its trade or business, and not with a view toward or for sale in connection with any distribution thereof, nor with any present intention of making a distribution thereof within the meaning of the Securities Act of 1933, as amended.
SEC Disclosure. Promptly after the sending or filing thereof, the Borrower shall deliver to the Agent and the Lenders copies of all proxy statements, financial statements, and reports which the Borrower or any Subsidiary sends to its shareholders or to the Trustee or the Noteholders, and copies of all regular, periodic, and special reports, and all registration statements which the Borrower or any Subsidiary files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange or regulatory body thereof.
SEC Disclosure. The Class A Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act. The Company has filed (a) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and (b) its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2003 (collectively, the "SEC REPORTS"). Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted 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 were made, not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the United States Securities and Exchange Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial condition, the results of operations and the cash flows of the Company and its Subsidiaries, on a consolidated basis, as of, and for, the periods presented in each such SEC Report.
SEC Disclosure. Purchaser is acquiring the Membership Interests for its own account for investment only and not with a view toward, or for sale associated with, any distribution thereof, nor with any present intention of making a distribution thereof within the meaning of the Securities Act of 1933, as amended and applicable state securities Laws. Purchaser acknowledges and agrees that the Membership Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under applicable securities Laws, except pursuant to an exemption from such registration available under such Laws, and without compliance with any other applicable Law. Purchaser acknowledges that it can bear the economic risk of its investment in the Membership Interests and has such knowledge and experience in financial and business matters and the industries in which the Acquired Companies operate that it is capable of evaluating the merits and risks of an investment in the Membership Interests.
SEC Disclosure. Each party acknowledges that the other party (or an Affiliate of such other party) may, upon advice of its legal advisors, be required to file this Agreement with the United States Securities and Exchange Commission ("SEC"). If a party is required to so file, it shall (i) give notice to the other party of such filing requirement together with a copy of its draft application to the SEC requesting the redaction as far in advance of such filing requirement as is reasonably practicable, and (ii) permit such other party's legal advisors to participate in the redaction of this Agreement on a mutually agreeable basis (with the understanding that each party shall include in its initial application the preferred redactions being sought by the other party). Each party agrees that it will (i) work in good faith to include all recommendations of the other party in all subsequent response filings with the SEC and (ii) use all commercially reasonable efforts to ensure that only such information is disclosed as in necessary to meet the SEC requirements. Each party shall use reasonable efforts to cause its legal counsel to act in a timely manner in order to meet the other party's requirements to timely meet its filing obligations.
SEC Disclosure. The Subscriber understands that any investor individually, or acting as part of a group who acquires beneficial ownership of more than 5.0% of the Company’s common stock will be required to file a Schedule 13G or a Schedule 13D with the Securities and Exchange Commission.
SEC Disclosure. Following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K and a Xxxxxxx X. Xxxxx shall file an amendment to his Schedule 13D, each reporting entry into this Agreement. The relevant disclosure in such filings shall be consistent with the Press Release and the terms of this Agreement, and shall each be in form and substance reasonably acceptable to the Company and the Pulte Parties.
SEC Disclosure. The Registration Statement will not contain any untrue statement of a material fact nor will it omit to state a material fact necessary to make the statements contained therein not misleading, except that no representation is made with respect to information to be contained therein regarding the Acquired Entities and supplied by the Acquired Entities or the Shareholders in writing specifically for inclusion therein.
SEC Disclosure. Lang shall have provided CDI with a comprehensive business description pursuant to the SEC rules and regulations satisfactory to CDI for purposes of making required disclosure in a Form 8-K to be filed with the SEC. Lang and the Shareholders shall have delivered to CDI such other documents relating to the transactions contemplated by this Agreement as CDI may reasonably request.
