SEC Filings and Financial Statements. The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports 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 The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
SEC Filings and Financial Statements. (a) Unique has furnished or, upon filing with the SEC, will furnish to the Shareholders, true and complete copies of (i) its Annual Report on Form 10-K for the fiscal year ended October 31, 1996, its Transition Report on Form 10-K for the five months ended March 31, 1997, its quarterly reports on Form 10-Q for the quarters ended June 30, 1997 and September 30, 1997 and its Current Reports on Form 8-K dated June 18, 1997 and June 30, 1997 as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Act"); (ii) its Proxy Statement relating to the Annual Meeting of stockholders of Unique held on August 19, 1997 (collectively, the "Unique SEC Filings"). The Unique SEC Filings did not, or will not, as of their respective dates of filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) The Unique SEC Filings contain true and complete copies of Unique's consolidated financial statements as of September 30, 1997, June 30, 1997, March 31, 1997, and October 31, 1996 and 1995, consolidated statements of income, and statements of common stockholders' equity and statements of cash flows for the periods then ended (collectively, the "Unique Financial Statements"). The Unique Financial Statements have been prepared from the books and records of Unique and present fairly the consolidated financial #352586.v6, January 12, 1998 (6:58am) 14 position of Unique and its subsidiaries as of the dates thereof, all in conformity with United States generally accepted accounting principles applied on a consistent basis for such periods.
SEC Filings and Financial Statements. (a) Since January 1, 2008, PhotoMedex has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by PhotoMedex with the Securities and Exchange Commission (the “SEC”) under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto. Section 2.7(a)(i) of the PhotoMedex Disclosure Letter lists; and PhotoMedex has made available to Radiancy copies in the form filed with the SEC of all of the following; except in each such case, to the extent available in full without redaction on the SEC’s website through XXXXX for at least two (2) days prior to the date of this Agreement: (i) PhotoMedex’s Annual Reports on Form 10-K for each fiscal year of PhotoMedex since January 1, 2008, (ii) PhotoMedex’s Quarterly Reports on Form 10-Q for each fiscal quarter that PhotoMedex was required to file a Quarterly Report on Form 10-Q in each of the fiscal years of PhotoMedex referred to in clause (i) above, (iii) all proxy statements relating to PhotoMedex’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Current Reports on Form 8-K filed since the beginning of the first fiscal year referred to in clause (i) above, (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to Radiancy pursuant to this Section 2.7) filed by PhotoMedex with the SEC since January 1, 2008 (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through XXXXX, are, collectively, the “SEC Reports”) and (vi) all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, or (y) 18 U. S. C. §1350 (Section 906) of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) with respect to any report referred to in clause (i) or (ii) above (collectively, the “Certifications”). The SEC Reports were prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder. The SEC Reports did not, at the time they were filed with the SEC (except to the extent that inform...
SEC Filings and Financial Statements. The Company has previously made available to the Investors true and complete copies of the Form 10-KSB. The financial statements included in such reports are hereafter collectively referred to as the “Financial Statements.” Each of the balance sheets included in the Financial Statements (including any related notes and schedules) presents fairly the financial position of the Company as of its date, and the other financial statements included in the Financial Statements (including any related notes and schedules) present fairly the results of operations or other information included therein of the Company for the periods or as of the dates therein set forth (subject, in the case of interim financial statements, to changes resulting from audits and year-end adjustments), and each of the Financial Statements was prepared in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein and except, in the case of interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements). None of the documents filed with the SEC and referred to in this Section 3.7 contained, as of its date, 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.
SEC Filings and Financial Statements. (a) Whitehall has furnished or, upon filing with the SEC, will furnish to the Members, true and complete copies of:
(i) its Annual Report on Form 10-K for the fiscal years ended 1998 and 1999, as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Act");
(ii) its Proxy Statement relating to the Annual Meeting of stockholders of Whitehall held in 1999 and the related annual reports to stockholders (collectively the "Whitehall SEC Filings"). The Whitehall SEC Filings did not, or will not, as of their respective dates of filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(b) Whitehall's Annual Report on Form 10-K for the fiscal years ended 1998 and 1999, contains true and complete copies of Whitehall's audited consolidated Balance Sheets as of 1998 and 1999, audited consolidated statements of income, statements of common stockholder equity and statements of cash flows for each of the years ended 1998 and 1999, respectively, and notes to the consolidated financial statements (collectively, with the audited consolidated Balance Sheet and audited consolidated statements of income, statement of common stockholders' equity and statements of cash flows for the years ended 1998 and 1999, respectively, which have been separately delivered to the Members, the "Whitehall Financial Statements"). The Whitehall Financial Statements have been prepared from the books and records of Whitehall and present fairly the consolidated financial position of Whitehall and its subsidiaries as at 1998 and 1999, all in conformity with United States generally accepted accounting principles applied on a consistent basis for such periods.
SEC Filings and Financial Statements. The financial statements included in the SEC Documents are hereafter collectively referred to as the “Financial Statements.” The balance sheet contained in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2001 shall be referred herein as the “Company Balance Sheet” and the date of such balance sheet shall be referred to herein as the “Company Balance Sheet Date.” Each of the balance sheets included in the Financial Statements (including any related notes and schedules) presents fairly the financial position of the Company as of its date, and the other financial statements included in the Financial Statements (including any related notes and schedules) present fairly the results of operations or other information included therein of the Company for the periods or as of the dates therein set forth (subject, in the case of interim financial statements, to normal year-end adjustments), and each of the Financial Statements was prepared in accordance with generally accepted accounting principles consistently applied during the periods involved (except as otherwise stated therein and except that interim financial statements may not contain all footnotes required by generally accepted accounting principles). The Company has filed all reports required to be filed by it since the Company Balance Sheet Date pursuant to the reporting requirements of the Exchange Act. None of the documents filed with the SEC and referred to in this Section 4.7 contained, as of its date, 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.
SEC Filings and Financial Statements. Beginning on the date of this Agreement and continuing through the Initial Closing and thereafter for so long as the Purchaser Beneficially Owns any of the Securities or any shares of Common Stock issued upon conversion of the Securities, the Company shall use its commercially reasonable efforts to promptly furnish to the Purchaser the following reports to the extent such reports are not filed with the SEC via XXXXX or are not posted on the Company’s website, each of which shall be provided to the Purchaser by airmail or reputable express international courier:
(a) The Company’s quarterly report on Form 10-Q or, in the absence of such report, a consolidated balance sheet of the Company as at the end of such period and the related consolidated statements of operations, stockholders’ equity and cash flows for such period and for the portion of the Company’s fiscal year ended on the last day of such quarter, all in reasonable detail and certified by the Company to have been prepared in accordance with GAAP, subject to year-end audit adjustments;
(b) The Company’s annual report on Form 10-K or, in the absence of such report, a consolidated balance sheet of the Company as at the end of such fiscal year and the related consolidated statements of earnings, stockholders’ equity and cash flows for such year, all in reasonable detail and accompanied by the report on such consolidated financial statements of an independent certified public accountant selected by the Company; and
(c) Copies of all (i) notices, proxy statements, financial statements, reports and documents as the Company shall send or make available generally to its stockholders or to financial analysts, promptly after providing the same to the stockholders, and (ii) periodic and special reports, documents and registration statements (other than on Form S-8) which the Company furnishes or files with the SEC.
SEC Filings and Financial Statements. The Company has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed or furnished by it and its Subsidiaries since April 28, 2015 under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing prior to the date hereof, collectively, the “Company SEC Documents”). As of their respective dates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents, including any financial statements or schedules included therein (i) did not 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, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Company SEC Documents (the “Company Financial Statements”) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents in all material respects, as applicable, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company as at the dates thereof or for the periods presented therein (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments and for the absence of footnotes).
SEC Filings and Financial Statements. Parent has filed all forms, reports and documents required to be filed with the Securities and Exchange Commission (the “SEC”) since December 31, 2013 (the “SEC Reports”). As of its respective date (or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such subsequent filing), each SEC Report (i) complied in all material respects with the requirements of the Exchange Act or the Securities Act applicable to the SEC Reports, as the case may be, and (ii) did not at the time they were filed (or, if subsequently amended or superseded by a filing prior to the Agreement Date, then on the date of such subsequent 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 consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (subject, in the case of unaudited statements, to normal year-end audit adjustments).
SEC Filings and Financial Statements. (a) Cintas has furnished or, upon filing with the SEC, will furnish to the Shareholders, true and complete copies of (i) its Annual Reports on Form 10-K for the fiscal years ended May 31, 1997, 1996 and 1995 and its quarterly reports on Form 10-Q for the quarters ended August 31, 1997 and November 30, 1997 as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Act"); (ii) its Proxy Statement relating to the Annual Meeting of stockholders of Cintas held on October 22, 1997 and the related annual reports to stockholders (collectively, the "Cintas SEC Filings"). The Cintas SEC Filings did not, or will not, as of their respective dates of filing, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
