SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company since December 31, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company Filings”). No Subsidiary of the Company is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (b) As of its filing date (and as of the date of any amendment), each Company Filing complied, and each Company Filing filed subsequent to the date hereof will comply as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company Filing filed pursuant to the 1934 Act did not, and each Company Filing filed pursuant to the 1934 Act 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 light of the circumstances under which they were made, not misleading. (d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) The Company is, and since January 1, 2016 has been, in compliance 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 the NYSE. (f) The Company has established and maintained since January 1, 2016, and continues to maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to timely report to the Company’s principal executive officer and principal financial officer material information required to be included in the 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. (g) The Company has established and maintained since January 1, 2016, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting. The Company has made available to Parent prior to the date of this Agreement copies of the Company’s management representation letters to the Company’s auditors since January 1, 2016. (h) Since January 1, 2016, 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 1933 Act and were not.
Appears in 2 contracts
Samples: Merger Agreement (Avon Products Inc), Merger Agreement
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 with or furnished to the SEC by the Company since December 31February 4, 2015 2014 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company FilingsSEC Documents”). No Subsidiary of the Company is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) As of its filing date (and as of the date of any amendment), each Company Filing SEC Document complied, and each Company Filing SEC Document filed subsequent to the date hereof and prior to the earlier of the Acceptance Time and the date of the termination of this Agreement will comply comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and or the Xxxxxxxx-Xxxxx Act, as the case may be, and the respective rules and regulations of the SEC promulgated under thereunder applicable to the Company SEC Documents.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company Filing SEC Document filed pursuant to the 1934 Act did not, and each Company Filing SEC Document filed pursuant to the 1934 Act subsequent to the date hereof and prior to the earlier of the Acceptance Time and the date of the termination of this Agreement 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 Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading.
(e) The Company is, and since January 1, 2016 has been, each of its officers are in compliance 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 Act. The management of the NYSE.
(f) The Company has established and maintained since January 1has, 2016, and continues to maintain disclosure controls and procedures (as defined in material compliance with Rule 13a-15 under the 1934 Act). Such , (i) designed disclosure controls and procedures are designed to timely report ensure that material information relating to the Company’s principal executive officer and principal financial officer material information required , including its consolidated Subsidiaries, is made known to be included in the Company’s periodic and current reports required under management of 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.
(g) The Company has established and maintained since January 1, 2016by others within those entities, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxxii) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Board of Directors (iA) any significant deficiencies and material weaknesses in the design or operation of internal controls control over financial reporting (“Internal Controls”) which are reasonably likely to would adversely affect the Company’s ability to record, process, summarize and report financial information data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (iiB) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingthe Company’s Internal Controls. The Company has made available to Parent prior to To the date of this Agreement copies knowledge of the Company’s management representation letters to the Company’s auditors , since January 1February 4, 2016.
(h) Since January 12014, 2016, there has been no transaction, or series none 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 nor the Company’s independent registered accountant has identified or is to be a partybeen made aware of: (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company or any of its Subsidiaries; or (ii) any illegal act or fraud, whether or not material, that would be involves the management or other employees of any the Company or any of its Subsidiaries.
(f) Since February 4, 2014, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq.
(g) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required to be disclosed under Item 404 of Regulation S-K promulgated by Rule 13a-14 and 15d-14 under the 1933 1934 Act and were notSections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the Nasdaq, and the statements contained in any such certifications are complete and correct.
(h) As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting or disclosure practices of the Company or any of its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Sizmek Inc.), Merger Agreement (Sizmek Inc.)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company since December 31January 1, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company Filings”)2013. No Subsidiary of the Company is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) As of its filing date date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to the SEC by the Company since January 1, 2013 (collectively, together with any exhibits and as of schedules thereto and other information incorporated therein, the “Company SEC Documents”) filed prior to the date of any amendment), each Company Filing this Agreement complied, and each Company Filing SEC Document filed subsequent to the date hereof of this Agreement (assuming, in the case of the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 5.09 is true and correct) will comply as to form comply, in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Filing SEC Document filed pursuant prior to the 1934 Act date of this Agreement did not, and each Company Filing SEC Document filed pursuant to the 1934 Act subsequent to the date hereof of this Agreement (assuming, in the case of the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 5.09 is true and correct) 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Company is, and since January 1, 2016 2013 has been, in compliance 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 the NYSE.
(fe) The Company has and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain 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 the Company, including its consolidated Subsidiaries, is made known to 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 Act are being prepared. Such disclosure controls and procedures are effective in timely report to alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the 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.
(gf) The Company has and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx1934 Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has Company’s principal executive officer and principal financial officer have disclosed, based on its their most recent evaluation of such internal controls prior to the date hereofof this Agreement, to the Company’s auditors and the audit committee of the Board of Directors of the Company (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingcontrols. The Company has made available to Parent prior to the date of this Agreement copies a true and complete summary of any disclosure of the Company’s type described in the preceding sentence made by management representation letters to the Company’s auditors and audit committee since January 1, 20162013.
(hg) Since January 1, 20162013, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as each of the date principal executive officer and principal financial officer of this Agreement, or series of similar transactions, agreements, arrangements or understandings, to which the Company (or any each former principal executive officer and principal financial officer of its Subsidiaries was or is to be a partythe Company, that would be as applicable) has made all certifications required to be disclosed under Item 404 of Regulation S-K promulgated by Rule 13a-14 and 15d-14 under the 1933 1934 Act and were notSections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.
Appears in 2 contracts
Samples: Merger Agreement (Humana Inc), Merger Agreement (Aetna Inc /Pa/)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have Since the Applicable Date, 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 (such reports, schedules, forms, statements, prospectuses, registration statements and other documents so filed or furnished since the Company since December 31Applicable Date, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, as they may have been supplemented, modified or amended since the date of filing, the “Company FilingsParent SEC Documents”). No Subsidiary As of the Company date of this Agreement, (i) there are no outstanding or unresolved written comments from the SEC with respect to the Parent SEC Documents and (ii) to Parent’s Knowledge, none of the Parent SEC Documents filed on or prior to the date hereof is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SECsubject of ongoing SEC review.
(b) As of its filing date (and as of or, if amended by a filing prior to the date hereof, on the date of any amendmentsuch filing), each Company Filing Parent SEC Document complied, and each Company Filing Parent SEC Document filed subsequent to the date hereof will comply comply, as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated under the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company Filing Parent SEC Document filed pursuant to the 1934 Act did not, and each Company Filing Parent SEC Document filed pursuant to the 1934 Act 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, therein not misleading.
(e) The Company isSince the Applicable Date, and since January 1, 2016 has been, in compliance 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 the NYSE.
(f) The Company Parent has established and maintained since January 1, 2016, and continues to maintain disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the 1934 Act)) as required by Rule 13a-15 or 15d-15, as applicable, under the 1934 Act. Such Parent’s disclosure controls and procedures are reasonably designed to timely report to the Company’s principal executive officer and principal financial officer ensure that all material information required to be included disclosed by Parent in the Company’s periodic and current reports required that it files or furnishes under the 1934 Act. For purposes Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of this Agreementthe SEC, “principal executive officer” and “principal financial officer” shall have 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 meanings given certifications required pursuant to such terms in Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act.
(g) The Company has established and maintained since January 1, 2016, and continues to maintain a system of . Parent’s internal controls control over financial reporting (as defined is in Rule 13a-15 under compliance with the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability applicable requirements of Section 404 of the CompanyXxxxxxxx-Xxxxx Act, and Parent’s internal control over financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting. The Company has made available to Parent prior to the date of this Agreement copies of the Company’s management representation letters to the Company’s auditors since January 1, 2016.
(h) Since January 1, 2016, 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 1933 Act and were not.is
Appears in 2 contracts
Samples: Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Pioneer Natural Resources Co)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company Parent since December 31January 1, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company Filings”)2013. No Subsidiary of the Company Parent is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) As of its filing date date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to the SEC by Parent since January 1, 2013 (collectively, together with any exhibits and as of schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed prior to the date of any amendment), each Company Filing this Agreement complied, and each Company Filing Parent SEC Document filed subsequent to the date hereof of this Agreement (assuming, in the case of each of the Registration Statement and the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 4.09 is true and correct) will comply as to form comply, in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Filing Parent SEC Document filed pursuant prior to the 1934 Act date of this Agreement did not, and each Company Filing Parent SEC Document filed pursuant to the 1934 Act subsequent to the date hereof of this Agreement (assuming, in the case of each of the Registration Statement and the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 4.09 is true and correct) 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Company Parent is, and since January 1, 2016 2013 has been, in compliance 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 the NYSE.
(fe) The Company has Parent and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain 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. Such disclosure controls and procedures are effective in timely report to the Companyalerting Parent’s principal executive officer and principal financial officer to material information required to be included in the CompanyParent’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.
(gf) The Company has Parent and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain a system of internal controls. Such internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) are sufficient to provide reasonable assurance regarding the reliability of the CompanyParent’s financial reporting and the preparation of the CompanyParent’s consolidated financial statements for external purposes in accordance with GAAP. The Company has Parent’s principal executive officer and principal financial officer have disclosed, based on its their most recent evaluation of internal controls prior to the date hereofof this Agreement, to the CompanyParent’s auditors and the audit committee of the Board of Directors of Parent (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingcontrols. The Company Parent has made available to Parent the Company prior to the date of this Agreement copies a true and complete summary of any disclosure of the Company’s type described in the preceding sentence made by management representation letters to the CompanyParent’s auditors and audit committee since January 1, 20162013.
(hg) Since January 1, 20162013, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as each of the date principal executive officer and principal financial officer of this AgreementParent (or each former principal executive officer and principal financial officer of Parent, 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 as applicable) has made all certifications required to be disclosed under Item 404 of Regulation S-K promulgated by Rule 13a-14 and 15d-14 under the 1933 1934 Act and were notSections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.
Appears in 2 contracts
Samples: Merger Agreement (Humana Inc), Merger Agreement (Aetna Inc /Pa/)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company since December 31January 1, 2015 2018 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company FilingsSEC Documents”). No Subsidiary of the Company 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 date (and as of or, if amended or superseded by a filing prior to the date of any amendmentthis Agreement, on the date of such amended or superseding filing), each the Company Filing SEC Documents filed or furnished prior to the date of this Agreement complied, and each Company Filing SEC Document filed or furnished subsequent to the date hereof of this Agreement (assuming, in the case of the Proxy Statement/Prospectus, Parent’s compliance with Section 7.02(f)) will comply as to form comply, in all material respects with the applicable requirements of the NYSENasdaq, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Filing SEC Document filed pursuant or furnished prior to the 1934 Act date of this Agreement did not, and each Company Filing SEC Document filed pursuant to the 1934 Act or furnished subsequent to the date hereof of this Agreement (assuming, in the case of the Proxy Statement/Prospectus, Parent’s compliance with Section 7.02(f)) 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement became effective, and as of the date of such amendment or supplement, did 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 therein, therein not misleading in light of the circumstances under which they were made, not misleadingany material respect.
(e) As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to any of the Company SEC Documents, and, to the knowledge of the Company, none of the Company SEC Documents are subject to ongoing SEC review.
(f) Since January 1, 2018, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer (or other principal financial and accounting officer), or general counsel of the Company, the Board of Directors of the Company or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Xxxxxxxx-Xxxxx Act.
(g) The Company is, and since January 1, 2016 2018 has been, in compliance 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 the NYSENasdaq.
(fh) The Company has established and maintained since January 1, 2016, and continues to maintain currently maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures 0000 Xxx) that are designed to timely report provide reasonable assurance that all information required to be disclosed in the Company’s reports filed under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable each of the principal executive officer of the Company and the principal financial officer material information required of the Company to be included in make the Company’s periodic and current reports certifications required under the 1934 ActAct with respect to such reports. 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.
(gi) The Company has established and maintained since January 1, 2016, and continues to its Subsidiaries currently maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx1934 Act) sufficient (“internal controls”) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has , and the Company’s principal executive officer and principal financial officer have disclosed, based on its their most recent evaluation of such internal controls prior to the date hereofof this Agreement, to the Company’s auditors and the audit committee of the Board of Directors of the Company (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingcontrols. The Company has A true, correct and complete summary of any such disclosures made available to Parent prior to the date of this Agreement copies of the Company’s by management representation letters to the Company’s auditors since January 1, 2016and audit committee is set forth as Section 4.07(i) of the Company Disclosure Schedule.
(hj) Since January 1, 20162018, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as each of the date principal executive officer and principal financial officer of this Agreement, or series of similar transactions, agreements, arrangements or understandings, to which the Company (or any each former principal executive officer and principal financial officer of its Subsidiaries was or is to be a partythe Company, that would be as applicable) has made all certifications required to be disclosed under Item 404 of Regulation S-K promulgated by Rules 13a-14 and 15d-14 under the 1933 1934 Act and were notSections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq.
Appears in 2 contracts
Samples: Merger Agreement (Amryt Pharma PLC), Merger Agreement (Chiasma, Inc)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company Parent since December 31January 1, 2015 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company FilingsParent SEC Documents”). No Subsidiary of the Company Parent is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) As of its filing date (and as of or, if amended or superseded by a filing prior to the date of any amendmentthis Agreement, on the date of such amended or superseding filing), each Company Filing the Parent SEC Documents filed or furnished prior to the date of this Agreement complied, and each Company Filing Parent SEC Document filed or furnished subsequent to the date hereof of this Agreement (assuming, in the case of each of the Registration Statement and the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 4.09 is true and correct) will comply as to form comply, in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Filing Parent SEC Document filed pursuant or furnished prior to the 1934 Act date of this Agreement did not, and each Company Filing Parent SEC Document filed pursuant to the 1934 Act or furnished subsequent to the date hereof of this Agreement (assuming, in the case of each of the Registration Statement and the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 4.09 is true and correct) 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Company Parent is, and since January 1, 2016 2017 has been, in compliance 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 the NYSE.
(fe) The Company Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are 0000 Xxx) designed to timely report ensure that material information relating to the CompanyParent, including its consolidated Subsidiaries, is made known to Parent’s principal executive officer and its principal financial officer material information required to be included by others within those entities, including during the periods in which the 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 ActAct are being prepared.
(gf) The Company Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient designed to provide reasonable assurance regarding the reliability of the CompanyParent’s financial reporting and the preparation of the CompanyParent’s consolidated financial statements for external purposes in accordance with GAAP. The Company has , and Parent’s principal executive officer and principal financial officer have disclosed, based on its their most recent evaluation of such internal controls prior to the date hereofof this Agreement, to the CompanyParent’s auditors and the audit committee of the Board of Directors of Parent (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingcontrols. The Company Parent has made available to Parent the Company prior to the date of this Agreement copies a true and complete (in all material respects) summary of any disclosure of the Company’s type described in the preceding sentence made by management representation letters to the CompanyParent’s auditors since and audit committee during the period beginning January 1, 20162017 and ending as of the date hereof.
(hg) Since January 1, 20162017, there 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) has been no transactionmade all certifications required by 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 the NYSE, or series of similar transactions, agreements, arrangements or understandings, nor is there and the statements contained in any proposed transaction such certifications are true and complete in all material respects as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings, to on 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 and they were notmade.
Appears in 1 contract
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company since December 31January 1, 2015 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company FilingsSEC Documents”). No Subsidiary of the Company is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) As of its filing date (and as of ( or, if amended or superseded by a filing prior to the date of any amendmentthis Agreement, on the date of such amended or superseding filing), each the Company Filing SEC Documents filed or furnished prior to the date of this Agreement complied, and each Company Filing SEC Document filed or furnished subsequent to the date hereof of this Agreement (assuming, in the case of the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 5.09 is true and correct) will comply as to form comply, in all material respects with the applicable requirements of the NYSENasdaq, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Filing SEC Document filed pursuant or furnished prior to the 1934 Act date of this Agreement did not, and each Company Filing SEC Document filed pursuant to the 1934 Act or furnished subsequent to the date hereof of this Agreement (assuming, in the case of the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 5.09 is true and correct) 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Company is, and since January 1, 2016 2017 has been, in compliance 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 the NYSENasdaq.
(fe) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company has Material Adverse Effect, the Company and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are 0000 Xxx) designed to timely report ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer material information required to be included by others within those entities, including during the periods in which the Company’s periodic and current reports required under the 1934 ActAct are being prepared. 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.
(gf) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company has Material Adverse Effect, the Company and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx1934 Act) sufficient (“internal controls”) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has , and the Company’s principal executive officer and principal financial officer have disclosed, based on its their most recent evaluation of such internal controls prior to the date hereofof this Agreement, to the Company’s auditors and the audit committee of the Board of Directors of the Company (i) any all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingcontrols. The Company has made available to Parent prior to the date of this Agreement copies a true and complete (in all material respects) summary of any disclosure of the Company’s type described in the preceding sentence made by management representation letters to the Company’s auditors since and audit committee during the period beginning January 1, 20162017 and ending as of the date hereof.
(hg) Since January 1, 20162017, there each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has been no transactionmade all certifications required by 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 Nasdaq, or series of similar transactions, agreements, arrangements or understandings, nor is there and the statements contained in any proposed transaction such certifications are true and complete in all material respects as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings, to on 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 and they were notmade.
Appears in 1 contract
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company has made available, or otherwise made available through the SEC, to Parent complete and correct copies of (i) the Company’s annual reports on Form 10-K for its Subsidiaries have fiscal years ended June 30, 2008, 2007 and 2006, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended December 28, 2008 and September 28, 2008, and (iii) its proxy or information statements relating to meetings of the stockholders of the Company since June 30, 2006, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since June 30, 2006 (the documents referred to in this Section 4.07(a) and Section 4.07(e), together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Company SEC Documents”).
(b) Since June 30, 2006, the Company has filed with or furnished to the SEC all reportseach report, schedulesstatement, formsschedule, statements, prospectuses, registration statements and form or other documents document or filing required by Applicable Law to be filed with or furnished to the SEC by the Company since December 31, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, at or prior to the “Company Filings”)time so required. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, statement, prospectus, registration statement form or other document with with, or make any other filing with, or furnish any other material to, the SEC.
(b) As of its filing date (and as of the date of any amendment), each Company Filing complied, and each Company Filing filed subsequent to the date hereof will comply as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company Filing SEC Document complied, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Exchange Act did not, and each such Company Filing SEC Document filed pursuant to the 1934 Act subsequent to the date hereof and prior to the consummation of the Merger 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. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Company ishas made available, and or otherwise made available through the SEC, to Parent copies of all comment letters received by the Company from the SEC since January 1June 30, 2016 has been2006 relating to the Company SEC Documents, in compliance in together with all material respects with (i) the applicable provisions written responses of the Xxxxxxxx-Xxxxx Act and (ii) Company thereto. There are no outstanding or unresolved comments in any such comment letters received by the applicable listing and corporate governance rules and regulations Company from the SEC. To the Knowledge of the NYSECompany, none of the Company SEC Documents is the subject of any ongoing review by the SEC.
(f) The Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by the Company has established and maintained since January 1June 30, 2016, and continues 2006 was accompanied by the certifications required to maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to timely report to be filed or submitted by the Company’s principal executive officer and principal financial officer material information required officer, as required, pursuant to be included in the Company’s periodic Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and current reports required under the 1934 Act. For purposes of this Agreement, “principal executive officer” accurate and “principal financial officer” shall have the meanings given to such terms in complied with the Xxxxxxxx-Xxxxx Act.
(g) The Company has established and maintained since January 1, 2016, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting. The Company has made available to Parent prior to the date of this Agreement copies of the Company’s management representation letters to the Company’s auditors since January 1, 2016.
(h) Since January 1, 2016, 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 1933 Act and were not.
Appears in 1 contract
SEC Filings and the Xxxxxxxx-Xxxxx Act. (ai) The Company has delivered, or otherwise made available through filings with the SEC, to Parent complete and correct copies of (A) the Company’s annual reports on Form 10-K for its Subsidiaries have fiscal years ended December 26, 2014, December 27, 2013, and Xxxxxxxx 00, 0000, (X) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2013, and (C) all of its other reports, statements, schedules and registration statements filed with the SEC since January 1, 2013 (the documents referred to in this Section 3.01(h)(i) and Section 3.01(h)(v), together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Company SEC Documents”).
(ii) Since December 29, 2012, the Company has filed with or furnished to the SEC all reportseach report, schedulesstatement, formsschedule, statements, prospectuses, registration statements and form or other documents document or filing required by Applicable Law to be filed with or furnished to the SEC by the Company since December 31, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, at or prior to the “Company Filings”)time so required. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, statement, prospectus, registration statement form or other document with with, or make any other filing with, or furnish any other material to, the SEC.
(b) As of its filing date (and as of the date of any amendment), each Company Filing complied, and each Company Filing filed subsequent to the date hereof will comply as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(ciii) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company Filing SEC Document complied, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(iv) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Exchange Act did not, and each such Company Filing SEC Document filed pursuant to the 1934 Act subsequent to the date hereof and prior to the consummation of the Merger 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. Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Merger 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 light of the circumstances under which they were made, therein not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(ev) The Company ishas delivered, and or otherwise made available through filings with the SEC, to Parent copies of all comment letters received by the Company from the SEC since January 1, 2016 has been2013 relating to the Company SEC Documents, in compliance in together with all material respects with (i) the applicable provisions written responses of the Xxxxxxxx-Xxxxx Act Company thereto. Except for any review and (ii) comment by the applicable listing and corporate governance rules and regulations SEC of the NYSEProxy Statement (as defined in Section 3.01(j)(i)) as contemplated by Section 6.02(c), there are no outstanding or unresolved comments in any such comment letters received by the Company from the SEC. To the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC except for any review and comment by the SEC on the Proxy Statement as contemplated by Section 6.02(c).
(fvi) The Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by the Company has established and maintained since January 1, 2016, and continues 2013 was accompanied by the certifications required to maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to timely report to be filed or submitted by the Company’s principal executive officer and principal financial officer material information required officer, as required, pursuant to be included in the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. None of the Company’s periodic and , any current reports required under executive officer of the 1934 Act. For purposes Company or, to the Knowledge of the Company, any former executive officer of the Company has received written notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date of this Agreement. Neither the Company nor any of its Subsidiaries has outstanding, or has (since the Company was subject thereto) arranged any outstanding, “principal extension of credit” to directors or executive officer” and “principal financial officer” shall have officers within the meanings given to such terms in meaning of Section 402 of the Xxxxxxxx-Xxxxx Act.
(g) The Company has established and maintained since January 1, 2016, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting. The Company has made available to Parent prior to the date of this Agreement copies of the Company’s management representation letters to the Company’s auditors since January 1, 2016.
(h) Since January 1, 2016, 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 1933 Act and were not.
Appears in 1 contract
Samples: Merger Agreement (Jagged Peak, Inc.)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company since December 31January 1, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company Filings”)2015. No Subsidiary of the Company is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) As of its filing date date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to the SEC by the Company since January 1, 2015 (collectively, together with any exhibits and as of schedules thereto and other information incorporated therein, the “Company SEC Documents”) filed prior to the date of any amendment), each Company Filing this Agreement complied, and each Company Filing SEC Document filed subsequent to the date hereof of this Agreement (assuming, in the case of the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 5.09 is true and correct) will comply as to form comply, in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Filing SEC Document filed pursuant prior to the 1934 Act date of this Agreement did not, and each Company Filing SEC Document filed pursuant to the 1934 Act subsequent to the date hereof of this Agreement (assuming, in the case of the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 5.09 is true and correct) 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Company is, and since January 1, 2016 2015 has been, in compliance 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 the NYSE.
(fe) The Company has and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain 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 the Company, including its consolidated Subsidiaries, is made known to 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 Act are being prepared. Such disclosure controls and procedures are effective in timely report to alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the 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.
(gf) The Company has and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain a system of internal controls control over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx1934 Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has Company’s principal executive officer and principal financial officer have disclosed, based on its their most recent evaluation of such internal controls prior to the date hereofof this Agreement, to the Company’s auditors and the audit committee of the Board of Directors of the Company (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingcontrols. The Company has made available to Parent prior to the date of this Agreement copies a true and complete summary of any disclosure of the Company’s type described in the preceding sentence made by management representation letters to the Company’s auditors and audit committee since January 1, 20162015.
(hg) Since January 1, 20162015, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as each of the date principal executive officer and principal financial officer of this Agreement, or series of similar transactions, agreements, arrangements or understandings, to which the Company (or any each former principal executive officer and principal financial officer of its Subsidiaries was or is to be a partythe Company, that would be as applicable) has made all certifications required to be disclosed under Item 404 of Regulation S-K promulgated by Rules 13a-14 and 15d-14 under the 1933 1934 Act and were notSections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.
Appears in 1 contract
Samples: Merger Agreement (CVS HEALTH Corp)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company and its Subsidiaries have 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 the Company Parent since December 31January 1, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, the “Company Filings”)2015. No Subsidiary of the Company Parent is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC.
(b) As of its filing date date, each report, schedule, form, statement, prospectus, registration statement and other document filed with or furnished to the SEC by Parent since January 1, 2015 (collectively, together with any exhibits and as of schedules thereto and other information incorporated therein, the “Parent SEC Documents”) filed prior to the date of any amendment), each Company Filing this Agreement complied, and each Company Filing Parent SEC Document filed subsequent to the date hereof of this Agreement (assuming, in the case of each of the Registration Statement and the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 4.09 is true and correct) will comply as to form comply, in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereofof this Agreement, on the date of such amended or superseding filing), each Company Filing Parent SEC Document filed pursuant prior to the 1934 Act date of this Agreement did not, and each Company Filing Parent SEC Document filed pursuant to the 1934 Act subsequent to the date hereof of this Agreement (assuming, in the case of each of the Registration Statement and the Joint Proxy Statement/Prospectus, that the representation and warranty set forth in Section 4.09 is true and correct) 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 light of the circumstances under which they were made, not misleading.
(d) Each Company Filing 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 or supplement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(e) The Company Parent is, and since January 1, 2016 2015 has been, in compliance 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 the NYSE.
(fe) The Company has Parent and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain 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. Such disclosure controls and procedures are effective in timely report to the Companyalerting Parent’s principal executive officer and principal financial officer to material information required to be included in the CompanyParent’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.
(gf) The Company has Parent and its Subsidiaries have established and maintained since January 1, 2016, and continues to maintain a system of internal controls. Such internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) are sufficient to provide reasonable assurance regarding the reliability of the CompanyParent’s financial reporting and the preparation of the CompanyParent’s consolidated financial statements for external purposes in accordance with GAAP. The Company has Parent’s principal executive officer and principal financial officer have disclosed, based on its their most recent evaluation of internal controls prior to the date hereofof this Agreement, to the CompanyParent’s auditors and the audit committee of the Board of Directors of Parent (ix) any all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the CompanyParent’s ability to record, process, summarize and report financial information and (iiy) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reportingcontrols. The Company Parent has made available to Parent the Company prior to the date of this Agreement copies a true and complete summary of any disclosure of the Company’s type described in the preceding sentence made by management representation letters to the CompanyParent’s auditors and audit committee since January 1, 20162015.
(hg) Since January 1, 20162015, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor is there any proposed transaction as each of the date principal executive officer and principal financial officer of this AgreementParent (or each former principal executive officer and principal financial officer of Parent, 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 as applicable) has made all certifications required to be disclosed under Item 404 of Regulation S-K promulgated by Rules 13a-14 and 15d-14 under the 1933 1934 Act and were notSections 302 and 906 of the Xxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are true and complete.
Appears in 1 contract
Samples: Merger Agreement (CVS HEALTH Corp)
SEC Filings and the Xxxxxxxx-Xxxxx Act. (a) The Company has made available to Parent through the Company’s filings with the SEC, complete and correct copies of (i) the Company’s annual reports on Form 10-K for its Subsidiaries have fiscal years ended June 30, 2006, 2005 and 2004, (ii) its quarterly reports on Form 10-Q for its fiscal quarter ended September 30, 2006 and December 31, 2006 (iii) its proxy or information statements relating to meetings of the stockholders of the Company since June 30, 2006, and (iv) all of its other reports, statements, schedules and registration statements filed with the SEC since June 30, 2006 (the documents referred to in this Section 5.07(a), together with all information incorporated by reference therein in accordance with applicable SEC regulations, are collectively referred to in this Agreement as the “Company SEC Documents”).
(b) Since June 30, 2006, the Company has filed with or furnished to the SEC all reportseach report, schedulesstatement, formsschedule, statements, prospectuses, registration statements and form or other documents document or filing required by Applicable Law to be filed with or furnished to the SEC by the Company since December 31, 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated by reference therein, at or prior to the “Company Filings”)time so required. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, form, statement, prospectus, registration statement form or other document with with, or make any other filing with, or furnish any other material to, the SEC.
(b) As of its filing date (and as of the date of any amendment), each Company Filing complied, and each Company Filing filed subsequent to the date hereof will comply as to form in all material respects with the applicable requirements of the NYSE, the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act, as the case may be.
(c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company Filing SEC Document complied, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer will comply, as to form in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be.
(d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document filed pursuant to the 1934 Act did not, and each such Company Filing SEC Document filed pursuant to the 1934 Act subsequent to the date hereof and prior to the consummation of the Offer 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 Company Filing 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 or supplement became effective, did not not, and each such Company SEC Document filed subsequent to the date hereof and prior to the consummation of the Offer 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 therein, in light of the circumstances under which they were made, therein not misleading.
(e) The Company is, and since January 1, 2016 has been, in compliance 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 the NYSE.
(f) The Company has established and maintained since January 1, 2016, and continues to maintain disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Such disclosure controls and procedures are designed to timely report to the Company’s principal executive officer and principal financial officer material information required to be included in the 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.
(g) The Company has established and maintained since January 1, 2016, and continues to maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 0000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls over financial reporting. The Company has made available to Parent prior to the date of this Agreement copies of all comment letters received by the Company’s management representation letters to Company from the Company’s auditors SEC since January 1, 2016.
(h) Since January 12004 relating to the Company SEC Documents, 2016together with all written responses of the Company thereto. As of the date hereof, there has been are no transaction, outstanding or series of similar transactions, agreements, arrangements or understandings, nor is there unresolved comments in any proposed transaction as such comment letters received by the Company from the SEC. As of the date of this Agreement, or series to the knowledge of similar transactionsthe Company, agreements, arrangements or understandings, to which none of the Company SEC Documents is the subject of any ongoing review by the SEC.
(f) Each required form, report and document containing financial statements that has been filed with or any of its Subsidiaries submitted to the SEC by the Company since July 31, 2002 was or is to be a party, that would be accompanied by the certifications required to be disclosed under Item 404 filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of Regulation Sfiling or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-K promulgated under the 1933 Act and were notXxxxx Act.
Appears in 1 contract
Samples: Merger Agreement (Oracle Corp)
