Common use of SEC Filings and the Xxxxxxxx-Xxxxx Act Clause in Contracts

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit 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. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.)

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SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent The Company has filed with or furnished to the SEC on a timely basis all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent the Company, since October 21, 2020 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Company SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, which complied as to form and substance in all material respects with the applicable requirements published rules and regulations of the SEC with respect thereto, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and Act. (b) No Subsidiary of the rules and regulations promulgated thereunderCompany is required to file or furnish any report, as statement, schedule, form or other document with, or make any other filing with, or furnish any other material to, the case may beSEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filingfiling or, as of the date each such filing became effective), each Parent Company SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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. As of the date hereof, to the knowledge of the Company, no Company SEC Document is the subject of ongoing SEC review. (d) Parent andThe Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in compliance with Rule 13a-15 under the 1934 Act, designed disclosure controls and procedures to ensure reliability of the Company’s financial reporting, including that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and disclosed, to the Knowledge Company’s auditors and the audit committee of Parentthe Company’s Board of Directors. The Company, each based on its most recent evaluations of its executive officers internal controls prior to the date hereof, has not identified (i) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and directors are in compliance with, report financial data and have compliedidentified for the Company’s auditors any material weaknesses in Internal Controls and/or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in each case the Company’s Internal Controls. (e) Since October 21, 2020, the Company and its Subsidiaries have established and maintained a system of disclosure controls and procedures sufficient to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. (f) Since October 21, 2020, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 2 contracts

Samples: Merger Agreement (McAfee Corp.), Merger Agreement (McAfee Corp.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1December 31, 20082018, Parent has filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report, statement, schedule, form, certification or other document (including exhibits and all reports, schedules, forms, statements, prospectuses, registration statements and other documents information incorporated therein) or filing required by applicable Law to be filed with or furnished by Parent to the SEC (collectivelythe documents referred to in this Section 4.8(a), as they may have been supplemented, modified or amended since the initial filing date and together with any all exhibits and schedules thereto and other information incorporated by reference therein, the “Parent SEC DocumentsReports”). No Subsidiary of Parent is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended amended, supplemented, modified or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document Report complied, and each such Parent SEC Report filed pursuant subsequent to the 1934 date of this Agreement and prior to the First Effective Time will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder applicable to each such Parent SEC Report. (c) As of its filing date (or, if amended, supplemented, modified or superseded by another filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Report filed on or prior to the date hereof did not, and each such Parent SEC Document Report filed subsequent to the date of this Agreement and prior to the First Effective Time will not, contain any untrue statement of a material fact or omit to state any 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. (d) . Each Parent andSEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge of ParentSecurities Act, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Timedate such registration statement, amendment or supplement became effective, did not, and each such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior SEC Report filed subsequent to the date of this Agreement a summary of any such disclosure made by management and prior to the Company’s auditors and audit committee since January 1First Effective Time, 2008as of the date such registration statement, amendment or supplement becomes effective, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (gd) Each As of the principal date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received by Parent from the SEC with respect to the Parent SEC Reports and (ii) to Parent’s Knowledge, none of the Parent SEC Reports is the subject of any ongoing review by the SEC. (e) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Parent Entities and their respective Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)). (f) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q (and any amendments to such Form 10-K or 10-Q) included in the Parent SEC Reports, the chief executive officer and principal chief financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC (including certifications required by Rules 13a-14 and NASDAQ15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act), and (i) the statements contained in any such certifications are were complete and correctcorrect and (ii) such certifications complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act, in each case, in all material respects as of their respective dates. As of the date of this Agreement, Parent has not received written notice from the SEC challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Parent SEC Reports filed prior to the date of this Agreement. Parent is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ and is in compliance in all material respects with all applicable provisions, rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act.

Appears in 2 contracts

Samples: Merger Agreement (Ikonics Corp), Merger Agreement (Ikonics Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, schedules, forms, statements, prospectuses, registration statements forms and other documents required to be filed or furnished furnished, as the case may be, by Parent since December 1, 2014 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As Documents”).As of its filing datedate (or, if amended or supplemented, as of the date of the most recent amendment or supplement and giving effect to such amendment or supplement), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the 1933 Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act Act, and the any rules and regulations promulgated thereunder, as the case may be. (c) As , and none of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain Documents contained any untrue statement of a material fact or omit to state any 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. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (eb) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the 1934 Exchange Act)) in compliance in all material respects with Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information relating required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since December 1, including its consolidated Subsidiaries2014, is made known to ParentXxxxxx’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, disclosed to Parent’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report control over financial information reporting and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008control over financial reporting. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 2 contracts

Samples: Merger Agreement, Agreement and Plan of Merger

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit 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. (d) Parent and, to the Knowledge knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and audit committee (x) any deficiencies, significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which that are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the CompanyParent’s auditors and or its audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE, and the statements contained in any such certifications are complete and correct.

Appears in 2 contracts

Samples: Merger Agreement (Thomas Weisel Partners Group, Inc.), Merger Agreement (Stifel Financial Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC SEC, and made available to the Company, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished furnished, as applicable, by Parent since January 1, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datedate (and as of the date of any amendment), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state any 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. (d) Each Parent andSEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in timely alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Since January 1, 2015, Parent and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parent’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement SpinCo a summary of any such disclosure made by management to the CompanyParent’s auditors and audit committee since January 1, 20082015. (g) Parent has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since January 1, 2015, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Parent SEC Documents, and, to the knowledge of Parent, none of the Parent SEC Documents is subject to ongoing SEC review. (i) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe New York Stock Exchange, and the statements contained in any such certifications are complete and correct. (j) Since January 1, 2015, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which Parent or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act.

Appears in 2 contracts

Samples: Merger Agreement (Transportation Systems Holdings Inc.), Merger Agreement (Westinghouse Air Brake Technologies Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent The Company has filed with or furnished to the SEC on a timely basis, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent the Company since June 24, 2015 (collectively, and in all cases together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Company SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date or date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date being furnished (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent amended or superseding filing), each Parent Company SEC Document filed pursuant complied as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act did notAct, and each such Parent SEC Document filed subsequent as the case may be. (c) As of its filing date or date of being furnished (or, if amended or superseded by a filing prior to the date of this Agreement will notAgreement, on the date of such amended or superseding filing), each Company SEC Document did not contain any untrue statement of a material fact or omit 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. (d) Parent andEach Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed, established and maintained disclosure controls and procedures effective to ensure that material information relating to the Company, including its consolidated Subsidiaries, is timely recorded and made known to the management, including the chief executive officer and chief financial officer, of the Company by others within those entities (ii) designed, established and maintained internal controls over financial reporting (“Internal Controls”), as defined in Section 13a-15 under the 1934 Act, that are effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) disclosed, based on the most recent evaluation of its chief executive officer and chief financial officer prior to the date hereof, to the Knowledge Company’s auditors and the audit committee of the Board (A) any significant deficiencies or material weaknesses in the design or operation of the Company’s Internal Controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. A summary of any such disclosures made by management to the Company’s auditors or audit committee since January 1, 2016 and any material communications since January 1, 2016 made by management or the Company’s auditors to the audit committee or required or contemplated by the listing standards of NASDAQ, the audit committee’s charter, or professional standards of the Public Company Accounting Oversight Board has been made available to Parent. No material complaints from any source regarding accounting, each internal accounting controls or auditing matters, and no concerns from Company employees regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent a summary of all material complaints or concerns relating to other matters made since January 1, 2016 through the Company’s whistleblower hot line or equivalent system for receipt of employee concerns regarding possible violations of Applicable Law. No attorney representing the Company or any of its executive officers and directors are Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar material violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Board or the Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in compliance withinstances not required by those rules. (f) Since the IPO Date, and have complied, in each case the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (. Except as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required permitted under the 1934 Act are being prepared. To and disclosed in the Knowledge Company SEC Documents, neither the Company nor any of Parentits Affiliates has made, based on its evaluation arranged or modified any extensions of internal controls as credit in the form of a personal loan to any director or executive officer of director of the end Company or any of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008their respective Affiliates. (g) Each No Subsidiary of the principal executive officer and principal financial officer of Parent (Company is required to file or each former principal executive officer and principal financial officer of Parentfiles, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under any reports, schedules, forms, statements, prospectuses, registration statements or other documents with the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correctSEC.

Appears in 2 contracts

Samples: Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Fogo De Chao, Inc.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all reports, schedules, forms, statements, prospectuses, registration statements forms and other documents required to be filed or furnished furnished, as the case may be, by Parent since December 1, 2014 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As Documents”).As of its filing datedate (or, if amended or supplemented, as of the date of the most recent amendment or supplement and giving effect to such amendment or supplement), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the 1933 Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act Act, and the any rules and regulations promulgated thereunder, as the case may be. (c) As , and none of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain Documents contained any untrue statement of a material fact or omit to state any 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. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (eb) Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the 1934 Exchange Act)) in compliance in all material respects with Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that material information relating required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Since December 1, including its consolidated Subsidiaries2014, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, disclosed to Parent’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report control over financial information reporting and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees of Parent who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008control over financial reporting. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 2 contracts

Samples: Merger Agreement (Tribune Media Co), Merger Agreement (Sinclair Broadcast Group Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent The Company has filed with or furnished to the SEC on a timely basis all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent (collectivelythe Company since August 6, together with any exhibits and schedules thereto and other information incorporated therein2020. Each Company SEC Document complied, the “Parent SEC Documents”). (b) As as of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form and substance in all material respects with the applicable requirements published rules and regulations of the 1933 SEC with respect thereto, the Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act and Act. (b) No Subsidiary of the rules and regulations promulgated thereunderCompany is required to file or furnish any report, as statement, schedule, form or other document with, or make any other filing with, or furnish any other material to, the case may beSEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filingfiling or, as of the date each such filing became effective), each Parent Company SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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. Since August 6, 2020, there has been no material correspondence between the SEC and the Company that is not reflected in the Company SEC Documents. As of the date hereof, to the Knowledge of the Company, no Company SEC Document is the subject of ongoing SEC review. (d) Parent andSince August 6, 2020, the Company has been in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in compliance in all material respects with Rule 13a-15 under the Exchange Act, designed disclosure controls and procedures to ensure reliability of the Company’s financial reporting, including that material information relating to the Knowledge Company, including its consolidated Subsidiaries, is made known to the management of Parent, each of its executive officers and directors are in compliance withthe Company by others within those entities, and disclosed to the Company’s auditors and the audit committee of the Company Board. There were no material weaknesses, or significant deficiencies that in the aggregate would amount to a material weakness, identified in the management of the Company’s assessment of internal controls as of and for the year ended December 31, 2021 (nor has any such material weakness been identified since such date through the date hereof), and the Company has not identified any fraud, whether or not material, that involves management or other employees who have complieda significant role in the Company’s internal controls over financial reporting. (e) Since August 6, 2020, the Company and its Subsidiaries have established and maintained a system of disclosure controls and procedures sufficient to ensure that information required to be disclosed by the Company in each case the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. (f) Since August 6, 2020, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 2 contracts

Samples: Merger Agreement (Oak Street Health, Inc.), Merger Agreement (CVS HEALTH Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the 0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished furnished, as the case may be, by Parent since January 1, 2012 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents). (b) As of its filing datedate (or, if amended or supplemented, as of the date of the most recent amendment or supplement filed prior to the date of this Agreement), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act and the Xxxxxxxx-Xxxxx Act Act, and the any rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed or furnished pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit to state any 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 misleadingmisleading in any material respect. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, and such disclosure controls and procedures were effective at the Evaluation Time in alerting are reasonably designed to ensure all such information is communicated in a timely manner fashion to the Parent’s principal executive officer and its principal financial officer to material allow timely decisions regarding the disclosure of such information required to be included in the Parent’s annual, periodic and current reports required under the 1934 Act. (fe) Parent and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 2 contracts

Samples: Merger Agreement (GameStop Corp.), Merger Agreement (GameStop Corp.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 20082017, Parent has timely filed with or furnished to the SEC all reports(subject to extensions pursuant to Exchange Act Rule 12b-25) each report, schedulesstatement, formsschedule, statements, prospectusesform, registration statements statement, proxy statement, certification or other document (including exhibits and all other documents information incorporated therein) or filing required by applicable Law to be filed with or furnished by Parent to the SEC (collectivelythe documents referred to in this Section 3.06(a), as they may have been supplemented, modified or amended since the initial filing date and together with any all exhibits and schedules thereto and other information incorporated by reference therein, the “Parent SEC Documents”). (b) As of its filing datedate (or, if amended, supplemented, modified or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will comply, as to form in all material respects with the applicable requirements of the 1933 Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder, as the case may bethereunder applicable to those Parent SEC Documents. (c) As of its filing date (or, if amended amended, supplemented, modified or superseded by a another filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant on or prior to the 1934 Act date hereof did not, and each such Parent SEC Document filed subsequent to the date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omit to state any 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. (d) Parent and, With respect to the Knowledge of Parent, each of its executive officers annual report on Form 10-K and directors are in compliance with, each quarterly report on Form 10-Q (and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (eany amendments to such Form 10-K or 10-Q) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of ParentSEC Documents, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act SOX and any related rules and regulations promulgated by the SEC and NASDAQSEC, and (A) the statements contained in any such certifications are were complete and correctcorrect and (B) such certification complied with the applicable provisions of SOX, in each case in all material respects as of their respective dates. As of the date of this Agreement, Parent has not received written notice from the SEC challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Parent SEC Documents filed prior to the date of this Agreement. Parent has timely responded to all comment letters of the Staff of the SEC relating to the Parent SEC Documents, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the Parent SEC Documents is, to Parent’s Knowledge, the subject of ongoing SEC review. (e) Parent is in compliance in all material respects with all applicable requirements of the NYSE and is in compliance in all material respects with all applicable provisions, rules, regulations and requirements of SOX.

Appears in 2 contracts

Samples: Merger Agreement (Homefed Corp), Merger Agreement (Jefferies Financial Group Inc.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent The Company has filed with or furnished to the SEC SEC, and made available to Parent, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent the Company since January 1, 2008 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent "Company SEC Documents"). (b) As of its filing datedate (and as of the date of any amendment), each Parent Company SEC Document complied, and each such Parent Company SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Securities Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderExchange Act, as the case may be. (c) As of its filing date (or, if amended or superseded (whether in whole or in part) by a filing prior to the date of this Agreementhereof, on the date of such subsequent amended or superseded filing), each Parent Company SEC Document filed pursuant to the 1934 Exchange Act did not, and each such Parent Company SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (d) Parent andEach Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge Securities Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentthe Company, including its consolidated Subsidiaries, is made known to Parent’s the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Exchange Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at in timely alerting the Evaluation Time in alerting in a timely manner Parent’s Company's principal executive officer and principal financial officer to material information required to be included in Parent’s the Company's periodic and current reports required under the 1934 Exchange Act. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) Parent As of January 1, 2008, the Company and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s the Company's financial reporting and the preparation of Parent’s Company financial statements for external purposes in accordance with GAAP. Parent The Company has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parent’s the Company's auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s the Company's ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent The Company has made available to the Company prior to the date of this Agreement Parent a summary of any such disclosure made by management to the Company’s 's auditors and audit committee since January 1, 2008. (g) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since January 1, 2008, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE Amex. (i) Each of the principal executive officer and principal financial officer of Parent the Company (or each former principal executive officer and principal financial officer of Parentthe Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE Amex, and the statements contained in any such certifications are complete and correctcorrect in all material respects. (j) Section 4.7(j) of the Company Disclosure Letter describes, and the Company has made available to Parent copies of the documentation creating or governing, all securitization transactions, rights of a third party to receive future payments due to the Company or any Subsidiary, rights to make payments on behalf of the Company or any Subsidiary to any third party or joint venture, agreements to allow any third party to issue bankers acceptances or similar commercial paper based on third party invoices issued by the Company or any Subsidiary and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) or obligations to fund any third party vendor or extend credit to any third party that existed or were effected by the Company or its direct or indirect Subsidiaries since January 1, 2008. (k) Since January 1, 2008, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

Appears in 2 contracts

Samples: Merger Agreement (Universal Hospital Services Inc), Merger Agreement (Emergent Group Inc/Ny)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent Cyclone has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent (collectively, together with any including exhibits and schedules thereto and other information incorporated therein) with the SEC required to be filed by Cyclone since January 1, 2004 (such documents, together with any documents filed during such period by Cyclone to the SEC on a voluntary basis on Current Reports on Form 8-K, the “Parent Cyclone SEC Documents”). (b) . As of its their respective filing datedates, each Parent the Cyclone SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form Documents complied in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may beapplicable to such Cyclone SEC Documents. (cb) As Each of its filing date the financial statements (or, if amended or superseded by a filing prior to including the date related notes) of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, Cyclone included in the light of Cyclone SEC Documents complied at the circumstances under which they were made, not misleading. (d) Parent and, time it was filed as to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case form in all material respects with the applicable listing accounting requirements and corporate governance the published rules and regulations of NASDAQthe SEC with respect thereto in effect at the time of such filing, had been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Cyclone 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). None of the Subsidiaries of Cyclone are, or have at any time since January 1, 2004 been, subject to the reporting requirements of Section 13(a) or 15(d) of 1934 Act. (ec) Parent Each of the principal executive officer of Cyclone and the principal financial officer of Cyclone (or each former principal executive officer of Cyclone and each former principal financial officer of Cyclone, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Cyclone SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (d) Cyclone has established and maintains disclosure controls and procedures procedures” (as defined in Rule 13a-15 under Rules 13a-15(e) and 15d-15(e) of the 1934 Act). Such disclosure controls and procedures are designed to ensure that material all information relating (both financial and non-financial) required to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer be disclosed by others within those entities, particularly during Cyclone in the periods in which the periodic reports required that it files or submits under the 1934 Act are being prepared. To is recorded, processed, summarized and reported within the Knowledge of Parent, based on its evaluation of internal controls as time periods specified in the rules and forms of the end of the period covered by the Evaluation TimeSEC, and that all such disclosure controls information is accumulated and procedures were effective at the Evaluation Time in alerting in a communicated to Cyclone’s management as appropriate to allow timely manner Parent’s principal executive officer and principal financial officer to material information decisions regarding required to be included in Parent’s periodic and current reports required under the 1934 Actdisclosure. (fe) Parent Cyclone and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 and Rule 15(d)-15(f) under the 1934 Act) (“internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, ”) sufficient to provide reasonable assurance regarding the reliability of ParentCyclone’s financial reporting and the preparation of ParentCyclone’s financial statements for external purposes in accordance with GAAP. Parent Cyclone has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to ParentCyclone’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are would reasonably likely be expected to adversely affect in a material respect ParentCyclone’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (gf) Each There are no outstanding loans or other extensions of credit made by Cyclone or any of the principal Cyclone Subsidiaries to any executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by defined in Rule 13a-14 and 15d-14 3b-7 under the 1934 Act and Sections 302 and 906 0000 Xxx) or director of Cyclone. Cyclone has not, since the enactment of the Xxxxxxxx-Xxxxx Act and Act, taken any related rules and regulations promulgated action prohibited by Section 402 of the SEC and NASDAQ, and the statements contained in any such certifications are complete and correctXxxxxxxx-Xxxxx Act.

Appears in 2 contracts

Samples: Merger Agreement (Hologic Inc), Merger Agreement (Cytyc Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the 0000 Xxx) all reports, schedules, forms, statements, prospectusesprospec- tuses, registration statements and other documents required to be filed or furnished by Parent since January 1, 2012 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datedate (or as of the date of any amendment filed prior to the date hereof), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent subse- quent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements re- quirements of the 1933 Act, Act and the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. (c) As of its filing date (or, if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, on the date of such subsequent filing), each Parent SEC Document filed or furnished pursuant to the 1934 Act did not, and each such Parent SEC Document filed or furnished subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit to state any 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 misleadingmisleading in any material respect. (d) Each Parent andSEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in compliance with, and have complied, in each case in all any material respects with the applicable listing and corporate governance rules and regulations of NASDAQrespect. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed de- signed to ensure that material information relating to Parent, including its consolidated SubsidiariesSubsidi- aries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are reasonably effective at the Evaluation Time in timely alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under un- der the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To in- ternal controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Parent financial statements for external purposes in accordance with GAAP. Parent Par- ent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parent’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement hereof a summary of any such disclosure made by management to the CompanyParent’s auditors and audit committee since January 1, 20082012. (g) Neither Parent nor any of its Subsidiaries has extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or xx- xxxxxx of Parent in violation of Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Parent is in compliance, and has complied, in each case in all material re- spects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (i) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicableap- plicable) have made all certifications required by Rule Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated prom- ulgated by the SEC and the NASDAQ, and the statements contained in any such certifications are complete and correct. (j) Parent has delivered or made available to the Company, prior to the date hereof, copies of the documentation creating or governing all securitization transactions and oth- er off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) that existed or were effected by the Parent or its Subsidiaries since January 1, 2012. (k) Since the Parent Balance Sheet Date, there has been no transaction, or se- xxxx of similar transactions, agreements, arrangements or understandings, nor is there any pro- posed transaction as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the 1933 Act that has not been disclosed in the Parent SEC Documents.

Appears in 1 contract

Samples: Merger Agreement

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1All of the reports, 2008, Parent has filed with or furnished to the SEC all reportsstatements, schedules, forms, statements, prospectuses, registration statements forms and other documents filed or required to be filed or furnished by Parent with the SEC (collectivelysuch reports, together with any exhibits and schedules thereto statements, schedules, forms and other information incorporated therein, the “documents filed by Parent SEC Documents”). (b) As of its filing date, each and those filed by Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement Agreement, collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents") and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (such reports, statements, schedules, forms and other documents furnished by Parent and those furnished by Parent subsequent to the date of this Agreement, collectively, the "Parent Furnished Documents"), in each case in respect of reporting periods commencing on or after the Distribution Date, have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the applicable requirements of the 1933 Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. (c) As applicable, and none of its such Parent SEC Documents as of their respective filing date dates (or, if amended or superseded by a filing prior to the date of this Agreement, on as of the date of such subsequent filing)amendment) contained, each and no Parent SEC Document filed pursuant to the 1934 Act did notas of their respective filing date will contain, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein and necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parent. (db) All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent andincluded in Parent SEC Documents (together with the related notes and schedules thereto, the "Parent Financial Statements") complied at the time they were filed (or, if amended prior to the Knowledge date of Parentthis Agreement, each as of its executive officers and directors are in compliance with, and have complied, in each case the date of such amendment) in all material respects with the applicable listing accounting requirements and corporate governance the published rules and regulations of NASDAQthe SEC with respect thereto in effect at the time of such filing, were prepared in accordance with GAAP (except as may be indicated in the notes thereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent 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 financial statements, to normal year-end audit adjustments). (ec) Neither Parent nor any of its subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and maintains disclosure controls any of its subsidiaries, on the one hand, and procedures any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any "off-balance sheet arrangements" (as defined in Rule 13a-15 under Item 303(a) of Regulation S-K), where the 1934 Act). Such result, purpose or effect of such Contract is to avoid disclosure controls and procedures are designed to ensure that of any material information relating to Parenttransaction involving, including or material liabilities of, Parent or any of its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included subsidiaries in Parent’s periodic and current reports required under the 1934 Act's or any of its subsidiaries' published financial statements or any Parent SEC Documents. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (gd) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have has made all certifications required by Rule 13a-14 and or 15d-14 under the 1934 Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the Act, in each case, with respect to Parent SEC and NASDAQDocuments, and the statements contained in any such certifications were true and complete on the date such certifications were made. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Document, except as disclosed in certifications filed with Parent SEC Documents. Since the Distribution Date through the date of this Agreement, to the knowledge of Parent, neither Parent nor any of Parent's subsidiaries received any material complaint or claim, that Parent or any of its subsidiaries has engaged in illegal or fraudulent accounting or auditing practices. (e) Parent has established and maintains a system of "internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance that (i) transactions are complete executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and correctto maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Parent's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are reasonably designed to ensure that all information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Parent has evaluated the effectiveness of Parent's disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (g) Since the Distribution Date, Parent has not received any oral or written notification of any (x) "significant deficiency" or (y) "material weakness" in Parent's internal controls over financial reporting. There is no outstanding "significant deficiency" or "material weakness" which has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board. (h) Parent is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, the London Stock Exchange (the "LSE") and the UKLA applicable to Parent, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the SEC, in each case to the extent applicable to Parent. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the Distribution Date, neither Parent nor any of its subsidiaries has made, modified (in any material way), or forgiven personal loans to any executive officer or director of Parent.

Appears in 1 contract

Samples: Merger Agreement (Shire PLC)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent since the Reference Date (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). No Subsidiary of Parent is required to file or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (b) As of its filing datedate (or, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent if amended or superseded by a filing prior to the date of this Agreement will complyAgreement, as on the date of such amended or superseding filing), the Parent SEC Documents filed or furnished to form the SEC since the Reference Date complied in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. Parent is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and the applicable listing and corporate governance rules and regulations of Nasdaq. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent amended or superseding filing), each Parent SEC Document filed pursuant or furnished to the 1934 Act SEC since the Reference Date did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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. (d) As of the date of this Agreement, (i) there are no material outstanding or unresolved comments received from the SEC staff with respect to any of the Parent and, SEC Documents and (ii) to the Knowledge knowledge of Parent, each none of its executive officers and directors the Parent SEC Documents (including the financial statements included therein) are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQsubject to ongoing SEC review. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures ) that are designed to ensure provide reasonable assurance that material all information relating required to be disclosed in Parent’s reports filed under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is made known accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of Parent and its the principal financial officer by others within those entities, particularly during of Parent to make the periods in which the periodic reports certifications required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, with respect to such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Actreports. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s maintains internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Parent Board (i) all significant deficiencies and material weaknesses in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to Since the Company prior Reference Date to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1Agreement, 2008. (g) Each each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have has made all certifications required by Rule Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQNasdaq. As of the date of this Agreement, and neither Parent nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the statements contained in any accuracy, completeness, form or manner of filing of such certifications are complete and correctcertifications.

Appears in 1 contract

Samples: Transaction Agreement (Recursion Pharmaceuticals, Inc.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent Aspen has filed with or furnished to the SEC SEC, and made available to Xxxxxxx, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Aspen SEC Documents”). (b) As of its filing datedate (and as of the date of any amendment), each Parent Aspen SEC Document complied, and each such Parent Aspen SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filing), each Parent Aspen SEC Document filed pursuant to the 1934 Act did not, and each such Parent Aspen SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (d) Parent andAspen is, to the Knowledge of Parentand since January 1, each of its executive officers and directors are 2018, has been, in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQNasdaq. (e) Parent Aspen has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to ParentAspen, including its consolidated Subsidiaries, is made known to ParentAspen’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in timely alerting in a timely manner ParentAspen’s principal executive officer and principal financial officer to material information required to be included in ParentAspen’s periodic and current reports required under the 1934 Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) Parent Since January 1, 2018, Aspen and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of ParentAspen’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent Aspen has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parent’s its auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect ParentAspen’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each Since January 1, 2018, each of the principal executive officer and principal financial officer of Parent Aspen (or each former principal executive officer and principal financial officer of ParentAspen, as applicable) have has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQNasdaq, and the statements contained in any such certifications are complete true and correctcomplete.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the 1900 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished furnished, as the case may be, by Parent since January 1, 2014 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datethe date it was filed or furnished to the SEC (or, if amended or supplemented, as of the date of the most recent amendment or supplement filed or furnished prior to the date of this Agreement), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act and the Xxxxxxxx-Xxxxx Act Act, and the any rules and regulations promulgated thereunder, as the case may be. (c) As of its filing the date it was filed or furnished to the SEC (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed or furnished prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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 misleadingmisleading in any material respect. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent SEC Documents. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (fe) Parent and its Subsidiaries have has established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s over financial reporting and (as defined in Rule 13a-15 under the preparation 1934 Act) (“internal controls”) as required by Rule 13a-15 under the 1934 Act. As of Parent’s financial statements for external purposes in accordance with GAAP. the date hereof, Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and audit committee (xi) any significant deficiencies deficiencies” and material weaknesses known to Parent’s principal executive officer and principal financial officer weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Parent’s internal controls which are would reasonably likely be expected to adversely affect in a any material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known as to Parent’s principal executive officer and principal financial officer which Parent has knowledge, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Merger Agreement (Abbott Laboratories)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished made available to the SEC Bank (i) its annual reports on Form 10-K for its fiscal years ended December 31, 2001, 2002 and 2003, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 2004, (iii) its proxy or information statements relating to meetings of or actions taken without a meeting by Parent’s stockholders held since December 31, 2003, and (iv) all of its other reports, schedules, forms, statements, prospectuses, schedules and registration statements and other filed with the SEC since December 31, 2003 (the documents required referred to be filed or furnished by Parent (in this Section 6.07(a), collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing)date, each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (d) Each Parent andSEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in timely alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent has not since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. All outstanding extensions of credit, if any, were at the time they were made and its continue to be permitted and in compliance with the provisions of Regulation O, 12 C.F.R. Part 215. (g) Since January 1, 2000, Parent and each of the Parent Banking Subsidiaries have established has timely filed all required annual and maintained a system of internal controlsquarterly statements and other documents (including exhibits and all other information incorporated therein) required to be filed with EDS, the banking agencies’ electronic collection agent (collectively, the “Parent RAP Statements”). To The Parent RAP Statements, including the Knowledge of Parent, based on the evaluation of method for determining Parent’s internal controls and the Parent Banking Subsidiaries’ provision for loan and lease losses, are and have been prepared in conformity with regulatory accounting practices, applicable law and supervisory policy, consistently applied, for the periods covered thereby and (as may have been amended and restated or supplemented by Parent RAP Statements filed subsequently but prior to the date hereof) fairly present in all material respects the statutory financial position of Parent and the Parent Banking Subsidiaries, as at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting respective dates thereof and the preparation results of Parent’s financial operations of Parent and the Parent Banking Subsidiaries for the respective periods then ended. The Parent RAP Statements comply in all material respects with any requirement of law when filed and no material deficiency has been asserted with respect to any Parent RAP Statements by the FDIC or any other governmental authority. The annual statutory balance sheets and income statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer included in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to recordParent RAP Statements have been audited, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. the Parent has made available to the Company prior to Bank true and complete copies of all audit opinions related thereto. Neither Parent’s or the date of this Agreement a summary of Parent Banking Subsidiaries’ independent public accountants nor any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each employee of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 Parent Banking Subsidiaries has alleged that any of the Xxxxxxxx-Xxxxx Act Parent RAP Statements contains any misstatement or other defect which, if true, would cause the representations and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements warranties contained in any such certifications are complete and correctthis Section 6.07(g) to be untrue.

Appears in 1 contract

Samples: Merger Agreement (Mercantile Bankshares Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1All of the reports, 2008, Parent has filed with or furnished to the SEC all reportsstatements, schedules, forms, statements, prospectuses, registration statements forms and other documents filed or required to be filed or furnished by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreement, collectively, together with any and in each case including all exhibits and schedules thereto and other information documents incorporated by reference therein, the “Parent SEC Documents”). ) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (b) As of its filing datesuch reports, each statements, schedules, forms and other documents furnished by Parent SEC Document complied, and each such those furnished by Parent SEC Document filed subsequent to the date of this Agreement Agreement, collectively, the “Parent Furnished Documents”), in each case in respect of reporting periods commencing on or after the Distribution Date, have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the applicable requirements of the 1933 Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. (c) As applicable, and none of its such Parent SEC Documents as of their respective filing date dates (or, if amended or superseded by a filing prior to the date of this Agreement, on as of the date of such subsequent filing)amendment) contained, each and no Parent SEC Document filed pursuant to the 1934 Act did notas of their respective filing date will contain, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein and necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parent. (db) All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent andincluded in Parent SEC Documents (together with the related notes and schedules thereto, the “Parent Financial Statements”) complied at the time they were filed (or, if amended prior to the Knowledge date of Parentthis Agreement, each as of its executive officers and directors are in compliance with, and have complied, in each case the date of such amendment) in all material respects with the applicable listing accounting requirements and corporate governance the published rules and regulations of NASDAQthe SEC with respect thereto in effect at the time of such filing, were prepared in accordance with GAAP (except as may be indicated in the notes thereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent 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 financial statements, to normal year-end audit adjustments). (ec) Neither Parent nor any of its subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and maintains disclosure controls any of its subsidiaries, on the one hand, and procedures any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Rule 13a-15 under Item 303(a) of Regulation S-K), where the 1934 Act). Such result, purpose or effect of such Contract is to avoid disclosure controls and procedures are designed to ensure that of any material information relating to Parenttransaction involving, including or material liabilities of, Parent or any of its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included subsidiaries in Parent’s periodic and current reports required under the 1934 Actor any of its subsidiaries’ published financial statements or any Parent SEC Documents. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (gd) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have has made all certifications required by Rule 13a-14 and or 15d-14 under the 1934 Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the Act, in each case, with respect to Parent SEC and NASDAQDocuments, and the statements contained in any such certifications were true and complete on the date such certifications were made. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Document, except as disclosed in certifications filed with Parent SEC Documents. Since the Distribution Date through the date of this Agreement, to the knowledge of Parent, neither Parent nor any of Parent’s subsidiaries received any material complaint or claim, that Parent or any of its subsidiaries has engaged in illegal or fraudulent accounting or auditing practices. (e) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance that (i) transactions are complete executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and correctto maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Parent’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are reasonably designed to ensure that all information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Parent has evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (g) Since the Distribution Date, Parent has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in Parent’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board. (h) Parent is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, the London Stock Exchange (the “LSE”) and the UKLA applicable to Parent, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the SEC, in each case to the extent applicable to Parent. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the Distribution Date, neither Parent nor any of its subsidiaries has made, modified (in any material way), or forgiven personal loans to any executive officer or director of Parent.

Appears in 1 contract

Samples: Merger Agreement (Baxalta Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent since January 1, 2008 (all reports, schedules, forms, statements, prospectuses, registration statements and other documents filed or furnished by Parent since January 1, 2008, including those filed or furnished subsequent to the date of this Agreement, collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datedate (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, complied as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are is in compliance with, and have compliedcomplied since January 1, in each case 2008, in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (e) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (f) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information relating required to Parentbe disclosed by Parent in the reports it files or submits under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC and all such material information is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Actofficer. (fg) Parent and its Subsidiaries have has established and maintained a system of internal controls. To , including policies and procedures that (i) require the Knowledge maintenance of Parentrecords that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and its Subsidiaries, based on (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer Parent Board and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the reliability assets of Parent’s Parent and its Subsidiaries that could have a material effect on the financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAPstatements. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and audit committee (x) any significant deficiencies deficiencies” and material weaknesses known to Parent’s principal executive officer and principal financial officer weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a any material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud fraud, whether or not material, known to Parent’s principal executive officer and principal financial officer management, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since . (h) Since January 1, 2008. (g) Each , each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parentthe Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE, and the statements contained in any such certifications are were when made complete and correct. (i) Since January 1, 2008, to the knowledge of Parent, no executive officer or director of Parent has received or otherwise had or obtained knowledge of, and to the knowledge of Parent, no auditor, accountant, or representative of Parent has provided written notice to Parent or any executive officer or director of, any substantive complaint or allegation that Parent or any of its Subsidiaries has engaged in improper accounting practices. Since January 1, 2008, to the knowledge of Parent, no attorney representing Parent or any of its Subsidiaries has reported to the current Parent Board or any committee thereof or to any current director or executive officer of Parent evidence of a material violation of United States or other securities laws or breach of fiduciary duty by Parent or any of its executive officers or directors.

Appears in 1 contract

Samples: Merger Agreement (Rehabcare Group Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, The Parent has filed with or furnished to the SEC SEC, all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Parent since January 1, 2007 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) . As of its filing datedate (and as of the date of any amendment), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) . As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (b) Based on its evaluation of the effectiveness of the design and operation of Parent’s disclosure controls and procedures (as defined in Rule 13a-15(f) under the 1934 Act), Parent concluded that, as of December 31, 2007, such disclosure controls and procedures were effective in ensuring that information that is required to be disclosed pursuant to the 1934 Act was recorded and reported within the time periods specified in the SEC’s rules and regulations. (c) Based on Parent’s evaluation of the effectiveness of its internal control over financial reporting as defined in Rule 13a-15(f) of the 1934 Act as of December 31, 2007, Parent believes that as of such date, its internal control over financial reporting was effective. (d) The Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case has complied in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since Since January 1, 2008. (g) Each 2007, each of the principal executive officer and principal financial officer of the Parent (or each former principal executive officer and principal financial officer of the Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Transaction Agreement (Sovereign Bancorp Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the 0000 Xxx) all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished furnished, as the case may be, by Parent since January 1, 2014 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datethe date it was filed or furnished to the SEC (or, if amended or supplemented, as of the date of the most recent amendment or supplement filed or furnished prior to the date of this Agreement), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form complied in all material respects with the applicable requirements of the 1933 Act, Act and the 1934 Act and the Xxxxxxxx-Xxxxx Act Act, and the any rules and regulations promulgated thereunder, as the case may be. (c) As of its filing the date it was filed or furnished to the SEC (or, if amended or superseded by a filing supplemented, as of the date of the most recent amendment or supplement filed or furnished prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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 misleadingmisleading in any material respect. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Parent SEC Documents. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (fe) Parent and its Subsidiaries have has established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s over financial reporting and (as defined in Rule 13a-15 under the preparation 1934 Act) (“internal controls”) as required by Rule 13a-15 under the 1934 Act. As of Parent’s financial statements for external purposes in accordance with GAAP. the date hereof, Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and audit committee (xi) any significant deficiencies deficiencies” and material weaknesses known to Parent’s principal executive officer and principal financial officer weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of Parent’s internal controls which are would reasonably likely be expected to adversely affect in a any material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known as to Parent’s principal executive officer and principal financial officer which Parent has knowledge, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Merger Agreement (St Jude Medical Inc)

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SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 20082010, Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Parent SEC Documents"). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit 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. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Parent and, to the Knowledge knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (ef) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s 's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in alerting in a timely manner Parent’s 's principal executive officer and principal financial officer to material information required to be included in Parent’s 's periodic and current reports required under the 1934 Act. (fg) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, that are sufficient to provide reasonable assurance regarding the reliability of Parent’s 's financial reporting and the preparation of Parent’s 's financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s 's auditors and audit committee (x) any deficiencies, significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which that are reasonably likely to adversely affect in a material respect Parent’s 's ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s 's internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s Parent's auditors and or its audit committee since January 1, 20082010. (gh) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Merger Agreement (Stifel Financial Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since All of the Company SEC Documents filed by the Company with the SEC in respect of reporting periods commencing on or after January 1, 2008, Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) 2008 have been timely filed. As of its their respective filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing), each Parent such Company SEC Document filed pursuant to Documents complied in all material respects with applicable Law, including the 1934 Securities Act, the Exchange Act did notand the Xxxxxxxx-Xxxxx Act, and each none of such Parent Company SEC Document filed subsequent to the date Documents as of this Agreement will not, contain their respective filing dates contained any untrue statement of a material fact or omit omitted to state any 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. The Company has made available to Parent copies of all comment letters received by the Company from the SEC in respect of reporting periods commencing on or after January 1, 2008 (excluding all letters received from the SEC indicating that the SEC would not be reviewing any registration statement filed with the SEC by the Company) and relating to such Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents. To the Knowledge of the Company, as of the date hereof, there are no ongoing SEC inquiries or investigations regarding accounting practices of the Company or otherwise regarding the Company. (db) Parent and, All of the audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents (together with the related notes and schedules thereto) complied at the time they were filed as to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case form in all material respects with the applicable listing accounting requirements and corporate governance the published rules and regulations of NASDAQthe SEC with respect thereto in effect at the time of filing, were prepared in accordance with GAAP (except as may be indicated in the notes thereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company 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 the financial statements for any quarter of the current fiscal year, to normal year-end audit adjustments). (ec) Parent Neither the Company nor any of its Subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and maintains disclosure controls any of its Subsidiaries, on the one hand, and procedures any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge Item 303(a) of Parent, based on its evaluation of internal controls as Regulation S-K of the end SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the period covered by Company or any of its Subsidiaries in the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner ParentCompany’s principal executive officer and principal or any of its Subsidiaries’ published financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Actstatements or any Company SEC Documents. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (gd) Each of the principal executive officer of the Company and the principal financial officer of Parent the Company (or each former principal executive officer of the Company and each former principal financial officer of Parentthe Company, as applicable) have has made all certifications required by Rule 13a-14 and or 15d-14 under the 1934 Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by Act, in each case, with respect to the Company SEC and NASDAQDocuments, and the statements contained in any such certifications were true and complete on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Oxley Act with respect to any Company SEC Document, except as disclosed in certifications filed with the Company SEC Documents. Since January 1, 2008 through the date of this Agreement, (i) neither the Company nor any of the Company’s Subsidiaries, nor, to the Knowledge of the Company, has any director or executive officer of the Company or any of the Company’s Subsidiaries received any material complaint, allegation, assertion or claim, in writing that the Company or any of its Subsidiaries has engaged in improper, illegal or fraudulent accounting or auditing practices, and (ii) to the Knowledge of the Company, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s Board of Directors or any committee thereof or to any director or officer of the Company. (e) The Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance that (i) transactions are complete executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and correctto maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are reasonably designed to ensure that all information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of the Company by others within the Company to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. The Company has evaluated the effectiveness of the Company’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (g) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since January 1, 2008, neither the Company nor any of its Affiliates has made, arranged, modified (in any material way), or forgiven personal loans to any executive officer or director of the Company. Since December 31, 2007, to the Knowledge of the Company, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency or Governmental Authority regarding the commission or possible commission of any crime or the violation or possible violation of any applicable legal requirements of the type described in Section 806 of the Xxxxxxxx-Xxxxx Act by the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (King Pharmaceuticals Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished made available to the SEC Company (i) its annual reports on Form 10-K for its fiscal years ended December 31, 2003, 2004 and 2005, (ii) its proxy or information statements relating to meetings of or actions taken without a meeting by Parent’s stockholders held since December 31, 2005, and (iii) all of its other reports, schedules, forms, statements, prospectuses, schedules and registration statements and other filed with the SEC since December 31, 2005 (the documents required referred to be filed or furnished by Parent (in this Section 6.07(a), collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing)date, each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (d) Each Parent andSEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in timely alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controlscontrol over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act). To the Knowledge of Parent, based on the evaluation of Parent’s Such internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parent’s auditors and audit committee (x) any all significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls over financial reporting which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 20082005. (g) Each of Parent has not since the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 enactment of the Xxxxxxxx-Xxxxx Act Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. All outstanding extensions of credit, if any, were at the time they were made and continue to be permitted and in compliance with the provisions of Regulation O, 12 C.F.R. Part 215. (h) Since January 1, 2003, Parent and each of the Parent Banking Subsidiaries has timely filed all required annual and quarterly statements and other documents (including exhibits and all other information incorporated therein) required to be filed with EDS, the banking agencies’ electronic collection agent (collectively, the “Parent RAP Statements”). The Parent RAP Statements, including the method for determining Parent’s and the Parent Banking Subsidiaries’ provision for loan and lease losses, are and have been prepared in conformity with regulatory accounting practices, applicable law and supervisory policy, consistently applied, for the periods covered thereby and (as may have been amended and restated or supplemented by Parent RAP Statements filed subsequently but prior to the date hereof) fairly present in all material respects the statutory financial position of Parent and the Parent Banking Subsidiaries, as at the respective dates thereof and the results of operations of Parent and the Parent Banking Subsidiaries for the respective periods then ended. The Parent RAP Statements comply in all material respects with any related rules requirement of law when filed and regulations promulgated no material deficiency has been asserted with respect to any Parent RAP Statements by the SEC FDIC or any other governmental authority. The annual statutory balance sheets and NASDAQincome statements included in the Parent RAP Statements have been audited, and the statements Parent has made available to the Company true and complete copies of all audit opinions related thereto. Neither Parent’s or the Parent Banking Subsidiaries’ independent public accountants nor any employee of the Parent or the Parent Banking Subsidiaries’ has alleged that any of the Parent RAP Statements contains any misstatement or other defect which, if true, would cause the representations and warranties contained in any such certifications are complete and correctthis Section 6.07(h) to be untrue.

Appears in 1 contract

Samples: Merger Agreement (Mercantile Bankshares Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1All of the reports, 2008, Parent has filed with or furnished to the SEC all reportsstatements, schedules, forms, statements, prospectuses, registration statements forms and other documents filed or required to be filed or furnished by Parent with the SEC (such reports, statements, schedules, forms and other documents filed by Parent and those filed by Parent subsequent to the date of this Agreement, collectively, together with any and in each case including all exhibits and schedules thereto and other information documents incorporated by reference therein, the “Parent SEC Documents”). ) and all of the reports, statements, schedules, forms and other documents furnished or required to be furnished by Parent to the SEC (b) As of its filing datesuch reports, each statements, schedules, forms and other documents furnished by Parent SEC Document complied, and each such those furnished by Parent SEC Document filed subsequent to the date of this Agreement Agreement, collectively, the “Parent Furnished Documents”), in each case in respect of reporting periods commencing on or after the Distribution Date, have been timely filed or furnished, as applicable. As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), such Parent SEC Documents complied, or, if not yet filed or furnished, will comply, as to form in all material respects with applicable Law, including the applicable requirements of the 1933 Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. (c) As applicable, and none of its such Parent SEC Documents as of their respective filing date dates (or, if amended or superseded by a filing prior to the date of this Agreement, on as of the date of such subsequent filing)amendment) contained, each and no Parent SEC Document filed pursuant to the 1934 Act did notas of their respective filing date will contain, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit omitted to state any a material fact required to be stated therein and necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to Parent SEC Documents or Parent Furnished Documents. To the knowledge of Parent, as of the date hereof, there are no internal or third party investigations regarding accounting practices of Parent. (db) All of the audited consolidated financial statements and unaudited consolidated interim financial statements of Parent andincluded in Parent SEC Documents (together with the related notes and schedules thereto, the “Parent Financial Statements”) complied at the time they were filed (or, if amended prior to the Knowledge date of Parentthis Agreement, each as of its executive officers and directors are in compliance with, and have complied, in each case the date of such amendment) in all material respects with the applicable listing accounting requirements and corporate governance the published rules and regulations of NASDAQthe SEC with respect thereto in effect at the time of such filing, were prepared in accordance with GAAP (except as may be indicated in the notes thereto), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Parent 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 financial statements, to normal year-end audit adjustments). (ec) Neither Parent nor any of its subsidiaries is a party to, or has established any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and maintains disclosure controls any of its subsidiaries, on the one hand, and procedures any unconsolidated affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or person, or any “off-balance sheet arrangements” (as defined in Rule 13a-15 under Item 303(a) of Regulation S-K), where the 1934 Act). Such result, purpose or effect of such Contract is to avoid disclosure controls and procedures are designed to ensure that of any material information relating to Parenttransaction involving, including or material liabilities of, Parent or any of its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included subsidiaries in Parent’s periodic and current reports required under the 1934 Actor any of its subsidiaries’ published financial statements or any Parent SEC Documents. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (gd) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) have has made all certifications required by Rule 13a-14 and or 15d-14 under the 1934 Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the Act, in each case, with respect to Parent SEC and NASDAQDocuments, and the statements contained in any such certifications were true and complete on the date such certifications were made. No executive officer of Parent has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Parent SEC Document, except as disclosed in certifications filed with Parent SEC Documents. Since the Distribution Date through the date of this Agreement, to the knowledge of Parent, neither Parent nor any of Parent’s subsidiaries received any material complaint or claim, that Parent or any of its subsidiaries has engaged in illegal or fraudulent accounting or auditing practices. (e) Parent has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the Exchange Act) sufficient to provide reasonable assurance that (i) transactions are complete executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and correctto maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Xxxxxx’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as required by Rules 13a-15(a) and 15d-15(a) of the Exchange Act, are reasonably designed to ensure that all information required to be disclosed by Parent in the reports it files or submits under the Exchange Act is made known to the chief executive officer and the chief financial officer of Parent by others within Parent to allow timely decisions regarding required disclosure as required under the Exchange Act and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Parent has evaluated the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. (g) Since the Distribution Date, Parent has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in Parent’s internal controls over financial reporting. There is no outstanding “significant deficiency” or “material weakness” which has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board. (h) Parent is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, the London Stock Exchange (the “LSE”) and the UKLA applicable to Parent, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the SEC, in each case to the extent applicable to Parent. Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the Distribution Date, neither Parent nor any of its subsidiaries has made, modified (in any material way), or forgiven personal loans to any executive officer or director of Parent.

Appears in 1 contract

Samples: Merger Agreement

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent The Company timely has filed with or furnished to the SEC SEC, and made available to Parent (to the extent that full, complete and unredacted copies have not been published on the SEC’s XXXXX site), all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent the Company (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Company SEC Documents”). The Company has made available to Parent true and complete copies of all comment letters from the staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto and, except as set forth therein, to the knowledge of the Company, no Company SEC Document is the subject of ongoing SEC review, comment or investigation and there are no outstanding or unresolved comments received from the SEC with respect to any Company SEC Document. (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing Filing prior to the date hereof, as of this Agreement, on the date of such subsequent filingamended or superseding Filing), each Parent Company SEC Document filed pursuant to the 1934 Act did not, complied (and each such Parent Company SEC Document filed subsequent to the date hereof will comply) in all material respects with the applicable requirements of this Agreement NASDAQ, the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and did not (and each Company SEC Document filed subsequent to the date hereof will not, ) contain any untrue statement of a material fact or omit to state any 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. (dc) Parent and, to the Knowledge of Parent, each of The Company and its executive officers and directors are in compliance with, and Subsidiaries have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentthe Company, including its consolidated Subsidiaries, is made known to Parentthe Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Exchange Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at in timely alerting the Evaluation Time in alerting in a timely manner ParentCompany’s principal executive officer and principal financial officer to material information required to be included in Parentthe Company’s periodic and current reports required under the 1934 Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (fd) Parent The Company and its Subsidiaries have established and maintained a system of internal controls. To control over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Company’s financial reporting and the preparation of Parent’s Company financial statements for external purposes in accordance with GAAP. Parent The Company has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parentthe Company’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parentthe Company’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent The Company has made available to the Company Parent prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 20082016 through the date hereof. (g) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Merger Agreement (Sears Hometown & Outlet Stores, Inc.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (a) Since January 1As of its filing date (and as of the date of any amendment), 2008, Parent has each Filing filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent since January 1, 2019 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, and as amended from time to time, the “Parent SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form has complied in all material respects with the applicable requirements of NASDAQ, the 1933 Securities Act, the 1934 Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. (cb) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent amended or superseding filing), each Parent SEC Document filed pursuant to the 1934 Act since January 1, 2019 did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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. (dc) Parent andis, to the Knowledge of Parentand since January 1, each of its executive officers and directors are 2019 has been, in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. (ed) Parent has has, in compliance with Rule 13a-15 under the Exchange Act, since January 1, 2019, established and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that all material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Exchange Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in timely alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Exchange Act. (f) . Parent and its Subsidiaries have established and maintained since January 1, 2019, and continue and maintain, a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s Such internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s consolidated financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of such internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and the audit committee of the board of directors of Parent (x) any all significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since . (e) Since January 1, 2008. (g) Each 2019, each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have has made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQ, and the statements contained in any such certifications are complete true and correctcomplete.

Appears in 1 contract

Samples: Merger Agreement (Valley National Bancorp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished made available to the SEC Company (i) its annual reports on Form 10-K for its fiscal years ended December 31, 2003, 2004 and 2005 and (ii) all of its other reports, schedules, forms, statements, prospectuses, schedules and registration statements and other filed with the SEC since December 31, 2003 (the documents required referred to be filed or furnished by Parent (in this Section 6.8(a), collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing)date, each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit 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. (d) Each Parent andSEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in timely alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controlscontrol over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act). To the Knowledge of Parent, based on the evaluation of Parent’s Such internal controls at the Evaluation Time by Parent’s principal executive officer and principal control over financial officer, such internal controls were, at the Evaluation Time, reporting is sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of its internal controls at control over financial reporting prior to the Evaluation Timedate hereof, to Parent’s auditors and audit committee (x) any all significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s its internal controls control over financial reporting which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controlscontrol over financial reporting. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 20082005. (g) Each of Parent has not since the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 enactment of the Xxxxxxxx-Xxxxx Act Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. All outstanding extensions of credit, if any, were at the time they were made and continue to be permitted and in compliance with the provisions of Regulation O, 12 C.F.R. Part 215. (h) Since January 1, 2003, Parent and each of the Parent Banking Subsidiaries has timely filed all required annual and quarterly statements and other documents (including exhibits and all other information incorporated therein) required to be filed with Regulatory Authorities (collectively, the “Parent Regulatory Statements”). The Parent Regulatory Statements, including the method for determining Parent’s and the Parent Banking Subsidiaries’ provision for loan and lease losses, are and have been prepared in conformity with regulatory accounting practices, applicable law and supervisory policy, consistently applied, for the periods covered thereby and (as may have been amended and restated or supplemented by Parent Regulatory Statements filed subsequently but prior to the date hereof), fairly present in all material respects the statutory financial position of Parent and the Parent Banking Subsidiaries, as at the respective dates thereof and the results of operations of Parent and the Parent Banking Subsidiaries for the respective periods then ended. The Parent Regulatory Statements complied in all material respects with any related rules requirement of Law when filed and regulations promulgated no material deficiency has been asserted with respect to any Parent Regulatory Statements by the SEC FDIC or any other Governmental Entity. The annual statutory balance sheets and NASDAQincome statements included in the Parent Regulatory Statements have been audited, and Parent has made available to the statements Company true and complete copies of all audit opinions related thereto. Neither Parent’s nor the Parent Banking Subsidiaries’ independent public accountants nor any employee of the Parent or the Parent Banking Subsidiaries has alleged that any of the Parent Regulatory Statements contains any misstatement or other defect which, if true, would cause the representations and warranties contained in any such certifications are complete and correctthis Section 6.8(h) to be untrue.

Appears in 1 contract

Samples: Merger Agreement (Cn Bancorp Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed with or furnished to the SEC by Parent since the Reference Date (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). No Subsidiary of Parent is required to file or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (b) As of its filing datedate (or, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent if amended or superseded by a filing prior to the date of this Agreement will complyAgreement, as on the date of such amended or superseding filing), the Parent SEC Documents filed or furnished to form the SEC since the Reference Date complied in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. Parent is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and the applicable listing and corporate governance rules and regulations of Nasdaq. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent amended or superseding filing), each Parent SEC Document filed pursuant or furnished to the 1934 Act SEC since the Reference Date did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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. (d) As of the date of this Agreement, (i) there are no material outstanding or unresolved comments received from the SEC staff with respect to any of the Parent and, SEC Documents and (ii) to the Knowledge knowledge of Parent, each none of its executive officers and directors the Parent SEC Documents (including the financial statements included therein) are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQsubject to ongoing SEC review. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures ) that are designed to ensure provide reasonable assurance that material all information relating required to be disclosed in Parent’s reports filed under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is made known accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of Parent and its the principal financial officer by others within those entities, particularly during of Parent to make the periods in which the periodic reports certifications required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, with respect to such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Actreports. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s maintains internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Parent’s auditors and the audit committee of the Parent Board (i) all significant deficiencies and material weaknesses in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect ParentXxxxxx’s ability to record, process, summarize and report financial TABLE OF CONTENTS​​​​ information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to Since the Company prior Reference Date to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1Agreement, 2008. (g) Each each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have has made all certifications required by Rule Rules 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQNasdaq. As of the date of this Agreement, and neither Parent nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the statements contained in any accuracy, completeness, form or manner of filing of such certifications are complete and correctcertifications.

Appears in 1 contract

Samples: Transaction Agreement (Exscientia PLC)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 20082010, Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit 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. (d) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Parent and, to the Knowledge knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. (ef) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (fg) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and audit committee (x) any deficiencies, significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which that are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the CompanyParent’s auditors and or its audit committee since January 1, 20082010. (gh) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Merger Agreement (Kbw, Inc.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent since November 20, 2007 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datedate (and as of the date of any amendment), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (d) Each Parent andSEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at the Evaluation Time in timely alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Since November 20, 2007, Parent and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parent’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) There are no outstanding loans or other extensions of credit made by Parent or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of Parent. Parent has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since November 20, 2007, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (i) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe New York Stock Exchange, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Merger Agreement (RiskMetrics Group Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has Each of the Company and the Reporting Subsidiary have filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent each such Person since January 1, 2009 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, and including the Company S-1, the “Parent Company SEC Documents”). Other than the Reporting Subsidiary, no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act. (b) As of its their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the 1900 Xxx) and as of their respective SEC filing datedates (in the case of all other Company SEC Documents), each Parent the Company SEC Document Documents complied, and each such Parent SEC Document or, if not yet filed subsequent to the date of this Agreement or furnished, will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As maybe, and none of its filing date the Company SEC Documents as of such respective dates (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, contain ) contained any untrue statement of a material fact or omit 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. (dc) Parent and, to the Knowledge of Parent, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent The Reporting Subsidiary has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act), as required by Rules 13a-15(a) of the 1934 Act. Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parentsuch Reporting Subsidiary, including its consolidated Subsidiaries, is made known to Parentsuch Reporting Subsidiary’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are reasonably effective at the Evaluation Time in timely alerting in a timely manner Parentsuch Reporting Subsidiary’s principal executive officer and principal financial officer to material information required to be included in Parentsuch Reporting Subsidiary’s periodic and current reports required under the 1934 Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (fd) Parent Since January 1, 2009, the Reporting Subsidiary and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parentsuch Reporting Subsidiary’s financial reporting and the preparation of Parentsuch Reporting Subsidiary’s financial statements for external purposes in accordance with GAAP’ as consistently applied by the Company. Parent The Reporting Subsidiary has disclosed, based on its most recent evaluation of internal controls at over financial reporting (as defined in Rule 13a-15 under the Evaluation Time0000 Xxx) prior to the date hereof, to Parentsuch Reporting Subsidiary’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls over financial reporting which are reasonably likely to adversely affect in a material respect Parentsuch Reporting Subsidiary’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parentsuch Reporting Subsidiary’s internal controlscontrols over financial reporting. Parent has made available to Set forth in Section 4.07(d) of the Company prior to the date of this Agreement Disclosure Schedule is a summary of any such disclosure made communicated orally or in writing by management to the CompanyReporting Subsidiary’s auditors and audit committee since January 1, 20082009. (e) There are no outstanding loans or other extensions of credit made by the Reporting Subsidiary or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of the Reporting Subsidiary. The Reporting Subsidiary has not, since January 1, 2009, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (f) Except for such items that are of the type to be set forth in the notes to the consolidated financial statements of the Company, the Company is not party to any off-balance sheet Contract or other “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the 1934 Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company SEC Documents. (g) Each of the principal executive officer and principal financial officer of Parent the Reporting Subsidiary (or each former principal executive officer and principal financial officer of Parentthe Reporting Subsidiary, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQAct, and the statements contained in any such certifications are complete and correct.

Appears in 1 contract

Samples: Merger Agreement (Amc Entertainment Holdings, Inc.)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has timely filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent since July 1, 2008 (all reports, schedules, forms, statements, prospectuses, registration statements and other documents filed or furnished by Parent since July 1, 2008, including those filed or furnished subsequent to the date of this Agreement, collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datedate (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, complied as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its respective filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement will not, not contain any untrue statement of a material fact or omit 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. (d) Parent and, to the Knowledge of Parent, each of its executive officers and directors are is in compliance with, and have compliedcomplied since July 1, in each case 2008, in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQthe NYSE Amex. (e) Each Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (f) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information relating required to Parentbe disclosed by Parent in the reports it files or submits under the 1934 Act is recorded, including its consolidated Subsidiariesprocessed, summarized and reported within the time periods specified in the rules and forms of the SEC and all such material information is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Actofficer. (fg) Parent and its Subsidiaries have has established and maintained a system of internal controls. To , including policies and procedures that (i) require the Knowledge maintenance of Parentrecords that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of Parent and its Subsidiaries, based on (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer Parent Board and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the reliability assets of Parent’s Parent and its Subsidiaries that could have a material effect on the financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAPstatements. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate of this Agreement, to Parent’s auditors and audit committee (x) any significant deficiencies deficiencies” and material weaknesses known to Parent’s principal executive officer and principal financial officer weaknesses” (as such terms are defined by the Public Company Accounting Oversight Board) in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a any material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud fraud, whether or not material, known to Parent’s principal executive officer and principal financial officer management, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January . (h) Since July 1, 2008. (g) Each , each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parentthe Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Sarbanes- 22 Table of Contents Oxley Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE Amex, and the statements contained in any such certifications are were when made complete and correct. (i) Since July 1, 2008, to the Knowledge of Parent, no executive officer or director of Parent has received or otherwise had or obtained knowledge of, and to the Knowledge of Parent, no auditor, accountant, or representative of Parent has provided written notice to Parent or any executive officer or director of, any substantive complaint or allegation that Parent or any of its Subsidiaries has engaged in improper accounting practices. Since January 1, 2011, to the Knowledge of Parent, no attorney representing Parent or any of its Subsidiaries has reported to the current Parent Board or any committee thereof or to any current director or executive officer of Parent evidence of a material violation of United States or other securities laws or breach of fiduciary duty by Parent or any of its executive officers or directors.

Appears in 1 contract

Samples: Merger Agreement (Metropolitan Health Networks Inc)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent The Company has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent the Company since January 1, 2007 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent Company SEC Documents”). (b) As of its filing datedate (and as of the date of any amendment), each Parent Company SEC Document complied, and each such Parent Company SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, Act or the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunderAct, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filing), each Parent Company SEC Document filed pursuant to the 1934 Act did not, and each such Parent Company SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (d) Parent andEach Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parentthe Company, including its consolidated Subsidiaries, is made known to Parentthe Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such Such disclosure controls and procedures were are effective at in timely alerting the Evaluation Time in alerting in a timely manner ParentCompany’s principal executive officer and principal financial officer to material information required to be included in Parentthe Company’s periodic and current reports required under the 1934 Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) Parent The Company and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parentthe Company’s financial reporting and the preparation of Parent’s Company financial statements for external purposes in accordance with GAAP. Parent The Company has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parentthe Company’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parentthe Company’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent The Company has made available to the Company prior to the date of this Agreement Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 20082007. (g) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 0000 Xxx) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since January 1, 2007, the Company has complied in all material respects with the applicable corporate governance rules and regulations of The NASDAQ Global Market or The NASDAQ Capital Market, as applicable. (i) Each of the principal executive officer and principal financial officer of Parent the Company (or each former principal executive officer and principal financial officer of Parentthe Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQThe NASDAQ Global Market or The NASDAQ Capital Market, as applicable, and the statements contained in any such certifications are were complete and correctcorrect as of the dates made.

Appears in 1 contract

Samples: Merger Agreement (Memory Pharmaceuticals Corp)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent since December 31, 2006 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Parent SEC Documents”). (b) As of its filing datedate (and as of the date of any amendment), each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder1934 Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreementhereof, on the date of such subsequent filingfiling with respect to the disclosures that are amended or superseded), each Parent SEC Document filed pursuant to the 1934 Act did not, and each such Parent SEC Document filed subsequent to the date of this Agreement hereof will not, contain any untrue statement of a material fact or omit 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. (d) Each Parent andSEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge 1933 Act, as of Parentthe date such registration statement or amendment became effective, each did not contain any untrue statement of its executive officers and directors are in compliance with, and have complied, in each case in all a material respects with fact or omit to state any material fact required to be stated therein or necessary to make the applicable listing and corporate governance rules and regulations of NASDAQstatements therein not misleading. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, that is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Time, such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in disclosed by Parent is recorded and reported on a timely basis to the individuals responsible for the preparation of Parent’s periodic filings with the SEC and current reports required under the 1934 Actother public disclosure documents. (f) Since January 1, 2007, Parent and its Subsidiaries have established and maintained a system of internal controls. To controls over financial reporting (as defined in Rule 13a-15 under the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, 1900 Xxx) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s Parent financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its most recent evaluation of internal controls at prior to the Evaluation Timedate hereof, to Parent’s auditors and audit committee (xi) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (yii) any fraud known to Parent’s principal executive officer and principal financial officer fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior to the date of this Agreement a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2008. (g) There are no outstanding loans or other extensions of credit made by Parent or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the 1900 Xxx) or director of Parent. Parent has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Since January 1, 2007, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (i) Each of the principal executive officer and principal financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NASDAQthe NYSE, and the statements contained in any such certifications are complete and correctcorrect in all material respects as of the date made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pepsiamericas Inc/Il/)

SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) Since January 1, 2008, Parent has filed with or furnished to the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report, statement, schedule, form, certification or other document (including exhibits and all other information incorporated in such documents) or filing required by applicable Law to be filed with or furnished by Parent to the SEC in a timely manner. Parent has delivered to the Company accurate and complete copies of all reports, statements (including registration and Proxy Statements), schedules, forms, statements, prospectuses, registration statements and certifications or other documents required to be filed or furnished by Parent document (collectively, together with any including exhibits and schedules thereto and all other information incorporated thereinin such documents) filed by Parent with the SEC since December 31, 2018 (the documents referred to in this Section 4.09(a), as they may have been supplemented, modified or amended since the initial filing date and together with all exhibits and information incorporated by reference in such documents, the “Parent SEC DocumentsReports”), other than such documents that can be obtained on the SEC’s website at xxx.xxx.xxx. No Subsidiary of Parent is required to file or furnish any report, statement, schedule, form, registration statement, proxy statement, certification or other document with, or make any other filing with, or furnish any other material to, the SEC. (b) As of its filing date, each Parent SEC Document complied, and each such Parent SEC Document filed subsequent to the date of this Agreement will comply, as to form in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder, as the case may be. (c) As of its filing date (or, if amended amended, supplemented, modified or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Parent SEC Document Report complied, and each such Parent SEC Report filed pursuant subsequent to the 1934 date of this Agreement and prior to the Effective Time will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated that are applicable to each such Parent SEC Report. (c) As of its filing date (or, if amended, supplemented, modified or superseded by another filing prior to the date of this Agreement, on the date of such filing), each Parent SEC Report filed on or prior to the date of this Agreement did not, and each such Parent SEC Document Report filed subsequent to the date of this Agreement and prior to the Effective Time will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated in such Parent SEC Report or necessary in order to make the statements made thereinin such Parent SEC Report, in the light of the circumstances under which they were made, not misleading. (d) . Each Parent andSEC Report that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Knowledge of ParentSecurities Act, each of its executive officers and directors are in compliance with, and have complied, in each case in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. To the Knowledge of Parent, based on its evaluation of internal controls as of the end of the period covered by the Evaluation Timedate such registration statement, amendment or supplement became effective, did not, and each such disclosure controls and procedures were effective at the Evaluation Time in alerting in a timely manner Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic and current reports required under the 1934 Act. (f) Parent and its Subsidiaries have established and maintained a system of internal controls. To the Knowledge of Parent, based on the evaluation of Parent’s internal controls at the Evaluation Time by Parent’s principal executive officer and principal financial officer, such internal controls were, at the Evaluation Time, sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP. Parent has disclosed, based on its evaluation of internal controls at the Evaluation Time, to Parent’s auditors and audit committee (x) any significant deficiencies and material weaknesses known to Parent’s principal executive officer and principal financial officer in the design or operation of Parent’s internal controls which are reasonably likely to adversely affect in a material respect Parent’s ability to record, process, summarize and report financial information and (y) any fraud known to Parent’s principal executive officer and principal financial officer that involves management or other employees who have a significant role in Parent’s internal controls. Parent has made available to the Company prior SEC Report filed subsequent to the date of this Agreement a summary of any such disclosure made by management and prior to the Company’s auditors and audit committee since January 1Effective Time, 2008as of the date such registration statement, amendment or supplement becomes effective, will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated in such Parent SEC Report or necessary to make the statements in such Parent SEC Report not misleading. (gd) Each As of the principal date of this Agreement, Parent has not received, and there are no outstanding or unresolved comments in, any comment letters received by Parent from the SEC with respect to the Parent SEC Reports and to Parent’s Knowledge, none of the Parent SEC Reports have been the subject of any review of, or is the subject of any ongoing review by, the SEC. (e) Neither Parent nor any of its Subsidiaries is a party to, has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Parent Entities and their respective Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)). (f) With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q (and any amendments to such Form 10-K or 10-Q) included in the Parent SEC Reports, the chief executive officer and principal chief financial officer of Parent (or each former principal executive officer and principal financial officer of Parent, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the 1934 Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC (including certifications required by Rules 13a-14 and NASDAQ15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act), and (i) the statements contained in any such certifications are were complete and correctcorrect and (ii) such certifications complied with the applicable provisions of the Xxxxxxxx-Xxxxx Act, in each case, in all material respects as of their respective dates. As of the date of this Agreement, Xxxxxx has not received written notice from the SEC challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Parent SEC Reports filed prior to the date of this Agreement. Parent is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq and is in compliance in all material respects with all applicable provisions, rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act. Parent has not received any correspondence from any officials or staff of Nasdaq relating to the delisting or maintenance of listing of the Parent Common Stock on Nasdaq. (g) Parent meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC a Registration Statement on Form S-3 (File No. 333-249238) that has been declared effective by the SEC for the offering and sale of securities of Parent (the “Registration Statement”) and there has been no issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x). Parent has met the transaction requirements with respect to the aggregate market value of securities being sold pursuant to such Registration Statement and during the twelve (12) months prior to an offering pursuant to such Registration Statement, as set forth in General Instruction I.B.6 of Form S-3.

Appears in 1 contract

Samples: Merger Agreement (SilverSun Technologies, Inc.)

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