Common use of SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx Clause in Contracts

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SEC Reports”). BCAC has heretofore made available to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC with the SEC and are then in effect. As of their respective dates, the BCAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC has filed with the SEC on a timely basis all documents required with respect to BCAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 4 contracts

Samples: Project Barolo Merger (Apexigen, Inc.), Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)

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SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Parent SEC ReportsDocuments”). BCAC Parent has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Parent with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Parent with the SEC and are then currently in effect. As of their respective filing dates, or, if amended, as of the BCAC date of such amendment was filed, the Parent SEC Reports Documents (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC Parent has filed with the SEC on a timely basis all documents required with respect to BCAC Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct.

Appears in 4 contracts

Samples: Merger Agreement and Plan of Reorganization (Progressive Care Inc.), Merger Agreement and Plan of Reorganization (Progressive Care Inc.), Merger Agreement and Plan of Reorganization (NextPlat Corp)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28, 2021), together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case, as in effect at the time they were filed, 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 BCAC SPAC has filed with the SEC on a timely basis all documents required with respect to BCAC their SPAC Equity Securities by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 3 contracts

Samples: Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Vast Solar Pty LTD)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Except as set forth on Section 3.6(a) of the Disclosure Schedule, the Company has timely filed with the SEC all forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it with since January 1, 2003 under the Exchange Act or the Securities Act, including all such documents filed after the date hereof and Exchange Commission prior to the Effective Time (as such documents have been amended since the “SEC”) since January 28time of their filing and all documents incorporated by reference therein, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Company SEC ReportsDocuments”). BCAC has heretofore made available None of the Company’s Subsidiaries is required to the Company (with respect to amendments file any form, report, schedule, statement or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC other document with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC with the SEC and are then in effectSEC. As of their respective dates, dates and if amended prior to the BCAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amendeddate hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not, and all documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date 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 made therein, in the light of the circumstances under which they were or will be made, not misleading. Each director , and executive officer of BCAC has (ii) complied, and all documents filed by the Company with the SEC on a timely basis under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all documents required material respects with respect to BCAC by Section 16(a) the applicable requirements of the Exchange Act and the rules and regulations thereunderSecurities Act, as the case may be, at such time of filing. As used in this Section 3.6, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Borland Software Corp), Agreement and Plan of Merger (Segue Software Inc)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC GigCapital5 has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28September 23, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC GigCapital5 SEC Reports”). BCAC GigCapital5 has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC GigCapital5 with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC GigCapital5 with the SEC and are then currently in effect. As of their respective dates, the BCAC GigCapital5 SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC GigCapital5 has filed with the SEC on a timely basis all documents required with respect to BCAC GigCapital5 by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Stockholder Support Agreement (GigCapital5, Inc.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC GigCapital2 has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28June 5, 20212019, together with any amendments, restatements or supplements thereto (collectively, the “BCAC GigCapital2 SEC Reports”). BCAC GigCapital2 has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC GigCapital2 with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC GigCapital2 with the SEC and are then currently in effect. As of their respective dates, the BCAC GigCapital2 SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC GigCapital2 has filed with the SEC on a timely basis all documents required with respect to BCAC GigCapital2 by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Business Combination Agreement (GigCapital2, Inc.), Business Combination Agreement (GigCapital2, Inc.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC BLAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28February 13, 20212023, together with any amendments, restatements or supplements thereto (collectively, the “BCAC BLAC SEC Reports”). BCAC BLAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC BLAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC BLAC with the SEC and are then currently in effect. As of their respective dates, the BCAC BLAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC BLAC has filed with the SEC on a timely basis all documents required with respect to BCAC BLAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 2 contracts

Samples: Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.), Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, HCIC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 2814, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC HCIC SEC Reports”). BCAC HCIC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC HCIC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC HCIC with the SEC and are then currently in effect. As Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, as of their respective dates, the BCAC HCIC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunder, thereunder (the “Xxxxxxxx-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 BCAC HCIC has filed with the SEC on a timely basis all documents required with respect to BCAC HCIC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct.

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V), Merger Agreement and Plan of Reorganization (Hennessy Capital Investment Corp. V)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC BAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28September 27, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC BAC SEC Reports”). BCAC BAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC BAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC BAC with the SEC and are then currently in effect. As of their respective dates, the BCAC BAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC BAC has filed with the SEC on a timely basis all documents required with respect to BCAC BAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Berenson Acquisition Corp. I)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC DCRB has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28October 19, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC DCRB SEC Reports”). BCAC DCRB has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC DCRB with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC DCRB with the SEC and are then currently in effect. As of their respective dates, the BCAC DCRB SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any DCRB SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other DCRB SEC Report. Each director and executive officer of BCAC DCRB has filed with the SEC on a timely basis all documents required with respect to BCAC DCRB by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Decarbonization Plus Acquisition Corp)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC GAMC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28March 16, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC GAMC SEC Reports”). BCAC GAMC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC GAMC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC GAMC with the SEC and are then currently in effect. As of their respective dates, the BCAC GAMC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC GAMC has filed with the SEC on a timely basis all documents required with respect to BCAC GAMC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Golden Arrow Merger Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Spartan has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28August 9, 20212018, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Spartan SEC Reports”). BCAC Spartan has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Spartan with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Spartan with the SEC and are then currently in effect. As of their respective dates, the BCAC Spartan SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any Spartan SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Spartan SEC Report. Each director and executive officer of BCAC Spartan has filed with the SEC on a timely basis all documents required with respect to BCAC Spartan by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Letter Agreement (Spartan Energy Acquisition Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Except as set forth on ‎Section 8.07(a) of the Ackrell Disclosure Schedule, Ackrell has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28December 1, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Ackrell SEC Reports”). BCAC Ackrell has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all any material amendments and modifications that have not been filed by BCAC Ackrell with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Ackrell with the SEC and are then currently in effect. As of their respective dates, the BCAC Ackrell SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Xxxxxxxx-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 BCAC Ackrell has filed with the SEC on a timely basis all documents required with respect to BCAC Ackrell by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct.

Appears in 1 contract

Samples: Business Combination Agreement (ACKRELL SPAC Partners I Co.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28, 2021), together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available hereto furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 to make the statements therein not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a 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 director and executive officer , in the case of BCAC has filed with the any other SPAC SEC on a timely basis all documents required with respect to BCAC by Section 16(a) of the Exchange Act and the rules and regulations thereunderReport.

Appears in 1 contract

Samples: Business Combination Agreement (Queen's Gambit Growth Capital)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Apex has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28, 2021its incorporation, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Apex SEC Reports”). BCAC Apex has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Apex with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Apex with the SEC and are then currently in effect. As of their respective dates, the BCAC Apex SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any Apex SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Apex SEC Report. Each director and executive officer of BCAC Apex has filed with the SEC on a timely basis all documents required with respect to BCAC Apex by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Apex Technology Acquisition Corp)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Novus has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28May 14, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Novus SEC Reports”). BCAC Novus has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Novus with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Novus with the SEC and are then currently in effect. As of their respective dates, the BCAC Novus SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any Novus SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Novus SEC Report. Each director and executive officer of BCAC Novus has filed with the SEC on a timely basis all documents required with respect to BCAC Novus by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28September 29, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) true, correct and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct complete copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other SPAC SEC Report. Each director and executive officer of BCAC SPAC has filed with the SEC on a timely basis all documents required with respect to BCAC SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Letter Agreement (Climate Change Crisis Real Impact I Acquisition Corp)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Acquiror has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28October 21, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Acquiror SEC Reports”). BCAC Acquiror has heretofore made available prior to the date of this Agreement furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true true, complete and correct copies of all amendments and modifications that have not been filed by BCAC Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Acquiror with the SEC and are then in effect. As of their respective dates, the BCAC Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC Acquiror has filed with the SEC on a timely basis all documents required with respect to BCAC Acquiror by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Fintech Ecosystem Development Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC DCRC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28March 23, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC DCRC SEC Reports”). BCAC DCRC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC DCRC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC DCRC with the SEC and are then currently in effect. As of their respective dates, the BCAC DCRC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any DCRC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other DCRC SEC Report. Each director and executive officer of BCAC DCRC has filed with the SEC on a timely basis all documents required with respect to BCAC DCRC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Decarbonization Plus Acquisition Corp III)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Kensington has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28June 25, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Kensington SEC Reports”). BCAC Kensington has heretofore made available prior to the date of this Agreement furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true true, complete and correct copies of all amendments and modifications that have not been filed by BCAC Kensington with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Kensington with the SEC and are then in effect. As of their respective dates, the BCAC Kensington SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC Kensington has filed with the SEC on a timely basis all documents required with respect to BCAC Kensington by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Kensington Capital Acquisition Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (ai) BCAC Except as set forth on Schedule 4.3(h), EDOC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, SEC Reports required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28November 9, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SEC Reports”)thereto. BCAC EDOC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) Purchaser true and correct copies of all amendments and modifications that have not been filed by BCAC EDOC with the SEC Commission to all agreements, documents and other instruments that previously had been filed by BCAC EDOC with the SEC Commission and are then currently in effect. As of their respective dates, the BCAC EDOC’s SEC Reports (iA) materially complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (iiB) 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 Other than as disclosed in any SEC Reports or as would not have or reasonably be expected to result in an EDOC Material Adverse Effect, each director and executive officer of BCAC EDOC has filed with the SEC Commission on a timely basis all documents required with respect to BCAC EDOC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Edoc Acquisition Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Mobix has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28December 21, 20212023, together with any amendments, restatements or supplements thereto (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) (collectively, the “BCAC Mobix SEC Reports”). BCAC Mobix has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Mobix with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Mobix with the SEC and are then currently in effect. As of their respective dates, the BCAC Mobix SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Xxxxxxxx-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 Mobix, each director and executive officer of BCAC Xxxxx has filed with the SEC on a timely basis all documents required with respect to BCAC Mobix by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Mobix Labs, Inc)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28May 4, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC SPAC has filed with the SEC on a timely basis all documents required with respect to BCAC SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp)

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SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC ShoulderUp has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28October 26, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC ShoulderUp SEC Reports”). BCAC has ShoulderUp, Holdings and the Merger Subs have heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC ShoulderUp, Holdings and the Merger Subs with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC ShoulderUp, Holdings and the Merger Subs with the SEC and are then currently in effect. As of their respective dates, the BCAC ShoulderUp SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case, as in effect at the time they were filed, 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 BCAC ShoulderUp has filed with the SEC on a timely basis all documents required with respect to BCAC ShoulderUp by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (ShoulderUP Technology Acquisition Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed or furnished, as applicable, all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”) since January 28February 23, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) Companies true and correct copies of all amendments and modifications that have not been filed or furnished by BCAC SPAC with or to the SEC to all agreements, documents and other instruments that previously had been filed or furnished by BCAC SPAC with or to the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filedfiled or furnished, 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 BCAC SPAC has filed with the SEC on a timely basis all documents required with respect to BCAC SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.. 139

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cartesian Growth Corp)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28October 6, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other SPAC SEC Report. Each director and executive officer of BCAC SPAC has filed with the SEC on a timely basis all documents required with respect to BCAC SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (TPG Pace Beneficial Finance Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Pubco has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28September 16, 20212022, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Pubco SEC Reports”). BCAC Pubco has heretofore made available prior to the Company date of this Agreement furnished to Holdco (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available furnished to the Company Holdco (with respect to amendments or modifications after the date of this Agreement) true true, complete and correct copies of all amendments and modifications that have not been filed by BCAC Pubco with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Pubco with the SEC and are then in effect. As of their respective dates, the BCAC Pubco SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC Pubco has filed with the SEC on a timely basis all documents required with respect to BCAC Pubco by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Amprius Technologies, Inc.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Kensington has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28February 25, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Kensington SEC Reports”). BCAC Kensington has heretofore made available prior to the date of this Agreement furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true true, complete and correct copies of all amendments and modifications that have not been filed by BCAC Kensington with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Kensington with the SEC and are then in effect. As of their respective dates, the BCAC Kensington SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 director and executive officer of BCAC Kensington has filed with the SEC on a timely basis all documents required with respect to BCAC Kensingtonn by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Kensington Capital Acquisition Corp. II)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28February 3, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other SPAC SEC Report. Each director and executive officer of BCAC SPAC has filed with the SEC on a timely basis all documents required with respect to BCAC SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp II)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28July 26, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates and, if applicable, their respective effective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, thereunder and (ii) did not, at the time they were filed, filed or, if amended, as of the date of such amendment, or, they went effective, at the time they went effective, 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 BCAC SPAC has filed with the SEC on a timely basis all documents required with respect to BCAC SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 5.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC or Nasdaq.

Appears in 1 contract

Samples: Business Combination Agreement (Oxus Acquisition Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Kensington has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28February 25, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Kensington SEC Reports”). BCAC Kensington has heretofore made available prior to the date of this Agreement furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true true, complete and correct copies of all amendments and modifications that have not been filed by BCAC Kensington with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Kensington with the SEC and are then in effect. As of their respective dates, the BCAC Kensington SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 Table of Contents 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 BCAC Kensington has filed with the SEC on a timely basis all documents required with respect to BCAC Kensingtonn by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Wallbox N.V.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC FRSG has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28February 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC FRSG SEC Reports”). BCAC FRSG has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC FRSG with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC FRSG with the SEC and are then currently in effect. As of their respective dates, the BCAC FRSG SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any FRSG SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other FRSG SEC Report. Each director and executive officer of BCAC FRSG has filed with the SEC on a timely basis all documents required with respect to BCAC FRSG by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (First Reserve Sustainable Growth Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28February 4, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available hereto furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 to make the statements therein not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other SPAC SEC Report. Each director and executive officer of BCAC has filed SPAC is in material compliance with the SEC on a timely basis all documents required with respect to BCAC by filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (G Squared Ascend I Inc.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 281, 20212022, together with any amendments, restatements or supplements thereto (collectively, the “BCAC SPAC SEC Reports”). BCAC SPAC has heretofore made available hereto furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC SPAC with the SEC and are then currently in effect. As of their respective dates, the BCAC SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 to make the statements therein not misleading, in the case of any SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other SPAC SEC Report. Each director and executive officer of BCAC has filed SPAC is in material compliance with the SEC on a timely basis all documents required with respect to BCAC by filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Prime Impact Acquisition I)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Concord has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) SEC since January 28, 2021formation, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Concord SEC Reports”). BCAC Concord has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Concord with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Concord with the SEC and are then currently in effect. As of their respective dates, the BCAC Concord SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any Concord SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Concord SEC Report. Each director and executive officer of BCAC Concord has filed with the SEC on a timely basis all documents required with respect to BCAC Concord by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement (Concord Acquisition Corp)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Good Works has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) SEC since January 28October 6, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Good Works SEC Reports”). BCAC Good Works has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Good Works with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Good Works with the SEC and are then currently in effect. As of their respective dates, the BCAC Good Works SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any Good Works SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Good Works SEC Report. Each director and executive officer of BCAC Good Works has filed with the SEC on a timely basis all documents required with respect to BCAC Good Works by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Registration Rights Agreement (Good Works II Acquisition Corp.)

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) BCAC Spartan has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28February 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “BCAC Spartan SEC Reports”). BCAC Spartan has heretofore made available furnished to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by BCAC Spartan with the SEC to all agreements, documents and other instruments that previously had been filed by BCAC Spartan with the SEC and are then currently in effect. As of their respective dates, the BCAC Spartan SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-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 not misleading, in the case of any Spartan SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Spartan SEC Report. Each director and executive officer of BCAC Spartan has filed with the SEC on a timely basis all documents required with respect to BCAC Spartan by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Spartan Acquisition Corp. III)

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