SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by Company with the SEC since the effective date of the registration statement for the Company’s initial public offering. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “SEC Reports.” As of their respective dates, the SEC Reports (i) were prepared in accordance with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (McLaren Performance Technologies Inc)
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since the effective date of the registration statement for Registration Statement of the Company’s 's initial public offeringoffering (the "COMPANY INITIAL REGISTRATION STATEMENT"), and has made available to VHA such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) and the Company Initial Registration Statement are referred to herein as the “"COMPANY SEC ReportsREPORTS.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act, 1933 Act or the Securities Exchange ActAct of 1934, as amended (the "1934 ACT"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Company SEC Report. None of the Company’s Subsidiaries 's subsidiaries is required to file any forms, reports or other documents with the SEC.
Appears in 1 contract
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC since January 1, 1997 and has made available to Parent such forms, reports and documents in the effective date of form filed with the registration statement for the Company’s initial public offeringSEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “"COMPANY SEC ReportsREPORTS.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Report. None of the Company’s Subsidiaries 's subsidiaries is required to file any forms, reports or other documents with the SEC.
Appears in 1 contract
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by Company with the SEC since the effective date of the registration statement for the Company’s initial public offeringJanuary 1, 1998. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “"Company SEC Reports.” As " Except as set forth in Section 2.5 of the Company Schedule, as of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Report. None of the Company’s Subsidiaries 's subsidiaries is required to file any forms, reports or other documents with the SEC.
Appears in 1 contract
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports reports, schedules, statements and other documents required to be filed by the Company with the SEC since February 1, 2004 under the effective date Exchange Act or the Securities Act of 1933, as amended (the registration statement for "SECURITIES ACT") and has made available to Holdco such forms, reports and documents not available on the Company’s initial public offeringXXXXX system in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “"COMPANY SEC ReportsREPORTS.” " As of their respective dates, the Company SEC Reports (i) were prepared complied in accordance all material respects with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 ("SOX"), and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such later filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for Exhibit 17.1 to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Report. None Company's Form 8-K dated December 6, 2005 and all quotations or repetitions of the Company’s Subsidiaries is required to file allegations set forth in such exhibit in any forms, reports or other documents with the SECCompany SEC Reports.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prentice Capital Management, LP)
SEC Filings; Company Financial Statements. (a) The Company has timely filed all forms, reports and documents required to be filed by Company it with the SEC since December 17, 1999 (the effective date of "Company Pre-Signing SEC Documents") and the registration statement for Company will timely file with the Company’s initial public offering. All such required SEC all forms, reports and documents required to be so filed after the date of this Agreement but before the Effective Time (including those that the "Company Post-Signing SEC Documents" and collectively with the Company may file subsequent to Pre-Signing SEC Documents, the date hereof) are referred to herein as the “"Company SEC Reports.” As "). Except as set forth in the Company Schedules, as of their respective dates, the Company SEC Reports (i) were prepared prepared, and in the case of Company Post-Signing SEC Documents, will be prepared, in accordance with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) ), and in the case of Company Post-Signing SEC Documents, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Report. None of the Company’s Subsidiaries 's subsidiaries is required to file any forms, reports or other documents with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by Company with the SEC since the effective date As of the registration statement for the Company’s initial public offering. All such required formstime it was filed with, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “SEC Reports.” As of their respective datesor furnished to, the SEC Reports (i) were prepared in accordance with the requirements of the Securities Actor, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) contain each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act applicable to such Company SEC Document (to the extent applicable to the Company); and (ii) none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Company SEC Document. The Company has timely filed or furnished the Company SEC Documents with or to the SEC and the Company SEC Documents constitute all forms, statements, documents and reports, together with any amendments required to be made with respect thereto, required to be filed or furnished by the Company prior to the date of this Agreement by a subsequently filed SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents hereof with the SECSEC since January 1, 2014.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Broadview Networks Holdings Inc)
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by Company with the SEC since May 1, 1998 and has made available to Parent such forms, reports and documents in the effective date of form filed with the registration statement for the Company’s initial public offeringSEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “"COMPANY SEC ReportsREPORTS.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed Company SEC Report. All documents required to be filed as exhibits to the Company SEC Reports have been so filed. None of the Company’s Subsidiaries 's subsidiaries is required to file any forms, reports or other documents with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rock Financial Corp/Mi/)
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed with the SEC since December 31, 1997 and has made available to Parent, in the form filed with the SEC, (i) its Annual Report on Form 10-K for the fiscal years ended June 30, 1998, June 30, 1999 and June 30, 2000, (ii) its Quarterly Reports on Form 1O-Q for the periods ended September 30, 2000 and December 31, 2000, (iii) all proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since December 31, 1997, (iv) all other reports or registration statements filed by the Company with the SEC since December 31, 1997, and (v) all amendments and supplements to all such reports and registration statements filed by the effective date of Company with the registration statement for the Company’s initial public offeringSEC. All such required forms, reports and documents (including those that enumerated in clauses (i) through (v) of the Company may file subsequent to the date hereof) preceding sentence are referred to herein as the “"Company SEC Reports.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act, Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Discovery Partners International Inc)
SEC Filings; Company Financial Statements. (a) The Company has filed all forms, reports and documents required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since the effective date of the registration statement for Registration Statement of the Company’s 's initial public offeringoffering (the "COMPANY INITIAL REGISTRATION STATEMENT"), and has made available to VHA such forms, reports and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof) and the Company Initial Registration Statement are referred to herein as the “"COMPANY SEC ReportsREPORTS.” " As of their respective dates, the Company SEC Reports (i) were prepared in accordance with the requirements of the Securities Act, 1933 Act or the Securities Exchange ActAct of 1934, as amended (the "1934 ACT"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected prior to the date of this Agreement by a subsequently filed SEC Report. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC.this
Appears in 1 contract