SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”). Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (FG Merger Corp.)
SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Parent PC3 has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SECSEC since July 20, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent PC3 SEC Reports”). Parent PC3 has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent PC3 with the SEC to all agreements, documents and other instruments that previously had been filed by Parent PC3 with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent PC3 SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each To the knowledge of PC3, director and executive officer of Parent PC3 has filed with the SEC on a timely basis all documents required with respect to Parent PC3 by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder.
Appears in 1 contract
Samples: Business Combination Agreement (Perception Capital Corp. III)
SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Parent The Buyer has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC, SEC since inception together with any amendments, restatements or supplements thereto (collectively, the “Parent Buyer SEC Reports”). Parent The Buyer has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent the Buyer with the SEC to all agreements, documents and other instruments that previously had been filed by Parent the Buyer with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent Buyer SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, Act and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Except as set forth on Section 6.7(a) of the Buyer Disclosure Schedule, each director and executive officer of Parent the Buyer has filed with the SEC on a timely basis all documents required with respect to Parent the Buyer by Section 16(a) of the Exchange Act.
Appears in 1 contract
Samples: Business Combination Agreement (Aldel Financial Inc.)
SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”). Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (the “Sxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Virgin Group Acquisition Corp. II)