Common use of SEC Documents and Financial Statements Clause in Contracts

SEC Documents and Financial Statements. (a) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2018 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the “SEC Documents”). As of their respective filing dates and except to the extent corrected by a subsequent SEC Document, the SEC Documents (i) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Yintech Investment Holdings LTD), Plan of Merger (Changyou.com LTD), Agreement and Plan of Merger (Jumei International Holding LTD)

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SEC Documents and Financial Statements. (a) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to ), on a timely basis, with the SEC all forms, reports, certifications, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2018 2015 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed or furnished by the Company with the SEC, as have been amended since the time of their filing, collectively, the “Company SEC Documents”). As of their respective filing dates and except to the extent corrected by a subsequent SEC Documentdates, the Company SEC Documents (including any financial statements contained therein) (i) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; misleading, except to the extent such statements have been modified or superseded by Company SEC Documents later filed by the Company, and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder.SEC

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phillips Edison Grocery Center Reit Ii, Inc.)

SEC Documents and Financial Statements. (a) The Company has timely Sheridan and its predecessor, TGX Corporation (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) "TGX"), have filed with or furnished the Securities and Exchange Commission (as applicablethe "Commission") to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) by them since and including January 1, 2018 1994 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the "Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)") (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SECdocuments, as have been supplemented and amended since the time of their filing, collectively, the "SEC Documents"). As The SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of their respective filing registration statements and proxy statements, on the dates of effectiveness and except to the extent corrected by a subsequent SEC Documentdates of mailing, the SEC Documents respectively) (ia) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; misleading, and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be. The financial statements of Sheridan and TGX included in the SEC Documents at the time filed (and, in the Xxxxxxxx-Xxxxx Act case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC thereunderCommission with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring audit adjustments) the Consolidated financial position of Sheridan or TGX, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. The Consolidated balance sheet for Sheridan included in its quarterly report on Form 10-Q dated September 30, 1997 is referred to herein as the "Interim Balance Sheet".

Appears in 2 contracts

Samples: Purchase Agreement (Sheridan Energy Inc), Purchase Agreement (Sheridan Energy Inc)

SEC Documents and Financial Statements. (a) The Since December 18, 2019, the Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished to (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2018 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) which are applicable to the Company) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SEC, as have been amended or modified since the time of their filing, collectively, the “SEC Documents”). As of their respective filing dates and except to the extent corrected by a subsequent SEC Document, the SEC Documents (i) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; , and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations thereunder, each as in effect on the date of any such filing. As of the date hereof, there are no outstanding or unresolved comments received from the SEC thereunderstaff with respect to the SEC Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Frontier Public Holding Ltd.)

SEC Documents and Financial Statements. (a) The Since December 18, 2019, the Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished to (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2018 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “XxxxxxxxSxxxxxxx-Xxxxx Act”)) which are applicable to the Company) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SEC, as have been amended or modified since the time of their filing, collectively, the “SEC Documents”). As of their respective filing dates and except to the extent corrected by a subsequent SEC Document, the SEC Documents (i) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; , and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the XxxxxxxxSxxxxxxx-Xxxxx Act and the applicable rules and regulations thereunder, each as in effect on the date of any such filing. As of the date hereof, there are no outstanding or unresolved comments received from the SEC thereunderstaff with respect to the SEC Documents.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Frontier Health Corp)

SEC Documents and Financial Statements. (a) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1April 3, 2018 2019 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the “SEC Documents”). As of their respective filing dates and, if amended, as of the date of respective amendments, and except to the extent corrected by a subsequent SEC Document, the SEC Documents (i) did not contain, when filed filed, furnished or furnishedamended, 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 light of the circumstances under which they were made, not misleading in any material respect; and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ruhnn Holding LTD)

SEC Documents and Financial Statements. (a) The Company has timely Sheridan and its predecessor, TGX Corporation (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) "TGX"), have filed with or furnished the Securities and Exchange Commission (as applicablethe "Commission") to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) by them since and including January 1, 2018 1994 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (the "Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)") (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SECdocuments, as have been supplemented and amended since the time of their filing, collectively, the "SEC Documents"). As The SEC Documents, including, without limitation, any financial statements or schedules included therein, at the time filed (and, in the case of their respective filing registration statements and proxy statements, on the dates of effectiveness and except to the extent corrected by a subsequent SEC Documentdates of mailing, the SEC Documents respectively) (ia) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; misleading, and (iib) complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act, as the case may be. The financial statements of Sheridan and TGX included in the SEC Documents at the time filed (and, in the Xxxxxxxx-Xxxxx Act case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC thereunderCommission with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present (subject in the case of unaudited statements to normal, recurring audit adjustments) the Consolidated financial position of Sheridan or TGX, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. The Consolidated balance sheet for Sheridan included in its quarterly report on Form 10-Q dated September 30, 1997 is referred to herein as the "Interim Balance Sheet". (b) Since September 30, 1997, there has been no Sheridan Material Adverse Effect with respect to Sheridan.

Appears in 1 contract

Samples: Purchase Agreement (Jedi Hydrocarbon Investments I Limited Partnership)

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SEC Documents and Financial Statements. (a) The Since January 1, 2020, the Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished to (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2018 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the “SEC Documents”). As of their respective filing dates and except to the extent corrected by a subsequent SEC Document, the SEC Documents (i) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; , and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD)

SEC Documents and Financial Statements. (a) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2018 2019 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the “SEC Documents”). As of their respective filing dates and except to the extent corrected by a subsequent SEC Document, the SEC Documents (i) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LAIX Inc.)

SEC Documents and Financial Statements. (a) The Company has timely (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) filed with or furnished (as applicable) to the SEC all forms, reports, schedules, statements and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2018 2013 under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (together with all certifications required pursuant to the XxxxxxxxSaxxxxxx-Xxxxx Act Xct of 2002 (the “XxxxxxxxSaxxxxxx-Xxxxx ActXct”)) (such forms, reports, schedules, statements and documents and any other forms, reports, schedules, statements and documents filed by the Company with the SEC, as have been amended since the time of their filing, collectively, the “SEC Documents”). As of their respective filing dates and except to the extent corrected by a subsequent SEC Document, the SEC Documents (i) did not contain, when filed or furnished, 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 light of the circumstances under which they were made, not misleading in any material respect; , and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the XxxxxxxxSaxxxxxx-Xxxxx Act Xct and the applicable rules and regulations of the SEC thereunder.

Appears in 1 contract

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

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