SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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. (b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 10 contracts
Samples: Loan Agreement (Northwest Biotherapeutics Inc), Recapitalization Agreement (Toucan Capital Fund II, LP), Loan Agreement (Toucan Capital Fund II, LP)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "“Maker SEC Documents"”). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 10 contracts
Samples: Recapitalization Agreement (Northwest Biotherapeutics Inc), Loan Agreement (Northwest Biotherapeutics Inc), Loan Agreement (Northwest Biotherapeutics Inc)
SEC Filings; Financial Statements. EXECUTION VERSION
(a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 4 contracts
Samples: Loan Agreement (Northwest Biotherapeutics Inc), Loan Agreement (Northwest Biotherapeutics Inc), Loan Agreement, Security Agreement and Convertible Promissory Note (Northwest Biotherapeutics Inc)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available filed all forms, reports and documents required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker it with the SEC since January 1its initial public offering on November 6, 20031997 (collectively, and all amendments thereto (the "Maker Company SEC DocumentsReports"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required disclosed in any amendment to have been filed by Maker with the any Company SEC have been so filed on a timely basis. As of the time it was Report filed with the SEC (orSEC, if amended or superseded by a filing prior to as of the date of this Noterespective dates on which they were filed, then on the date of such filing): (i) each of the Maker Company SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), and the Exchange Act (Act, as the case may be); , and (ii) none of the Maker Company SEC Documents Reports contained any untrue statement of a material fact or omitted 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.
(b) The Except as disclosed in any amendment to any Company SEC Report filed with the SEC, each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated ("GAAP") (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q and Regulation S-X of the SEC), and each presented fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments that will would not, individually or in the aggregate, be material reasonably expected to have a Material Adverse Effect). The balance sheet of the Company contained in amountthe Company SEC Report as of April 25, 1999 is hereinafter referred to as the "Company Balance Sheet".
(c) The Company has heretofore furnished to Oak Hill a complete and correct copy of any amendment or modification, that has not yet been filed with the SEC, to agreements, documents or other instruments that previously had been filed by the Company with the SEC (except as may be required with respect to the transactions contemplated hereby), and (iii) fairly present pursuant to the consolidated financial position of Maker and its consolidated subsidiaries as of Securities Act or the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyExchange Act.
Appears in 3 contracts
Samples: Preferred Stock Subscription Agreement (American Skiing Co /Me), Preferred Stock Subscription Agreement (Asc East Inc), Preferred Stock Subscription Agreement (Oak Hill Capital Partners L P)
SEC Filings; Financial Statements. (a) Maker Section 3.7.1 Except as set forth in Section 3.7.1 of the Company Disclosure Schedule, the Company has delivered or made available to Holder accurate and complete copies of timely filed all registration statements, proxy statements and other statementsprospectuses, forms, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all definitive proxy statements, reports, schedules, forms schedules and other documents required to have been be filed by Maker with it under the Securities Act or the Exchange Act, as the case may be, since December 31, 2002 (collectively, the “Company SEC have been so filed on a timely basisFilings”). As Each Company SEC Filing (A) as of the time it was filed with the SEC (orits date, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (iiB) none of did not, at the Maker SEC Documents contained time it was filed, contain any untrue statement of a material fact or omitted 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. As of the date of this Agreement, no Company Subsidiary is subject to the periodic reporting requirements of the Exchange Act.
(b) The Section 3.7.2 Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: Filings, as well as the Company’s unaudited consolidated financial statements as of and for the five-month period ended May 31, 2005, (iA) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orthereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (B) presented fairly the consolidated financial position, results of operations and cash flows of the SECCompany and the consolidated Company Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, and except that in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments that which were not and will not, individually or in the aggregate, be material). The Company has made available to Parent complete and correct copies of all documents governing all material “off balance arrangements” (as defined by item 303(a)(4) of Regulation S-K promulgated by the SEC) in amountrespect of the Company or any Company Subsidiary.
Section 3.7.3 Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as of December 31, 2004 (the “December 31, 2004 Balance Sheet”) included in the Company’s Form 10-K for the year ended December 31, 2004, including the notes thereto (the “Company Form 10-K”), none of the Company or any consolidated Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for liabilities or obligations incurred in the ordinary course of business since December 31, 2004 that would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (C) have a Company Material Adverse Effect.
Section 3.7.4 The Company has previously provided to Parent a complete and correct copy of any amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.
Section 3.7.5 To the Company’s knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 2004.
Section 3.7.6 The Company maintains and will continue to maintain, through the Effective Time, a standard system of accounting established and administered in accordance with GAAP. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) fairly present access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the consolidated financial position of Maker recorded accountability for assets is compared with the existing assets at reasonable intervals and its consolidated subsidiaries as appropriate action is taken with respect to any differences. Section 3.7.6 of the respective dates thereof Company Disclosure Schedule lists, and the consolidated results Company has made available to Parent complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls.
Section 3.7.7 Since December 31, 2002, neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of operations the Company or any Company Subsidiary, has received any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. Since December 31, 2002, no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any executive officer of the Company. Since December 31, 2002, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
Section 3.7.8 To the Company’s knowledge, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company nor any Company Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and cash flows conditions of Maker employment because of any act of such employee described in 18 U.S.C. § 1514A(a).
Section 3.7.9 All accounts receivable of the Company and the Company Subsidiaries reflected on the December 31, 2004 Balance Sheet or arising thereafter have originated from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with SEC regulations and GAAP applied on a consistent basis and, to the Company’s knowledge, are not subject to valid defenses, setoffs or counterclaims. The Company’s reserve for contractual allowances and doubtful accounts is adequate and has been calculated in a manner consistent with past practices. Since the date of the December 31, 2004 Balance Sheet, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its consolidated subsidiaries sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales.
Section 3.7.10 All accounts payable of the Company and the Company Subsidiaries reflected on the December 31, 2004 Balance Sheet or arising thereafter are the result of bona fide transactions in the ordinary course of business. Since the date of the December 31, 2004 Balance Sheet, the Company and the Company Subsidiaries have not altered in any material respects their practices for the periods covered therebypayment of such accounts payable, including the timing of such payment.
Appears in 3 contracts
Samples: Merger Agreement (Nstor Technologies Inc), Merger Agreement (Xyratex LTD), Merger Agreement (Xyratex LTD)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the their respective dates, each SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Filing (i) each of the Maker SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act (as Act, and the case may be); rules and regulations thereunder and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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, except that information as of a later date shall be deemed to modify information as of an earlier date. Each of the consolidated balance sheets included in or incorporated by reference into the SEC Filings (including the related notes and schedules) fairly presents the consolidated financial position of Buyer as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the SEC Filings (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Buyer for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP, except as may be noted therein.
(b) The financial statements Buyer has no liabilities or obligations of any nature (including any related noteswhether accrued, absolute, contingent or otherwise) contained in the Maker SEC Documents: except (i) complied as to form liabilities or obligations reflected on, or reserved against in, a balance sheet of Buyer or in all material respects with the published rules and regulations of the SEC applicable notes thereto; (ii) were , prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis throughout the periods covered (except as may be indicated and included in the notes to such financial statements or, most recent SEC Filings and (ii) liabilities or obligations incurred in the case ordinary course of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may business which are not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyamounts.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or filed all forms, reports and documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since September, 2001, and has heretofore made available to Holder accurate the Investors, in the form filed with the SEC, (i) its Annual Reports on Form 10-K for the fiscal years ended June 30, 2004, 2003, and complete copies of 2002, respectively, and (ii) all registration statementsother forms, proxy statements reports and other statements, reports, schedules, forms and other documents registration statements filed by the Maker Company with the SEC since January 1, 2003, and all amendments thereto 2003 (the forms, reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above being, collectively, the "Maker Company SEC DocumentsReports"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the The Company SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Reports (i) each of were prepared in accordance with either the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be); , and the rules and regulations promulgated thereunder existing at the time the Company SEC Reports were filed, and (ii) none did not, at the time they were filed, or, if amended, as of the Maker SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. No Subsidiary is required to file any form, report or other document with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein , except that as otherwise noted therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments that will notwhich would not have had, and would not have, individually or in the aggregate, be material in amount), a Material Adverse Effect) and for pro forma financial information disclosed therein.
(iiic) fairly present Except as and to the extent set forth on the consolidated financial position of Maker and its consolidated subsidiaries as balance sheet of the respective dates thereof Company and the consolidated results Subsidiaries as at June 30, 2004, including the notes thereto, neither the Company nor any Subsidiary has any liability or obligation of operations any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and cash flows obligations, incurred in the ordinary course of Maker business consistent with past practice since that date.
(d) The Company has heretofore furnished or made available to the Investors complete and its consolidated subsidiaries for correct copies of all amendments and modifications that have not been filed by the periods covered therebyCompany with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.
Appears in 3 contracts
Samples: Common Stock and Warrant Purchase Agreement (Pluristem Life Systems Inc), Common Stock and Warrant Purchase Agreement (Pluristem Life Systems Inc), Common Stock and Warrant Purchase Agreement (Pluristem Life Systems Inc)
SEC Filings; Financial Statements. (a) Maker Such party has delivered or made available to Holder accurate and complete copies of filed all registration statements, proxy statements and other statements, reports, schedules, forms statements and other documents (including all exhibits thereto) required to be filed by the Maker with the SEC since January 1December 31, 2003, and all amendments thereto (the "Maker SEC Documents")2004. Except as set forth on Schedule 14.14(a)disclosed in such party's SEC Documents, all statements, such reports, schedules, forms statements and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none 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 Maker SEC Documents contained date of such filing) contain any untrue statement of a material fact or omitted 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.
(b) The Except as expressly set forth in such party's SEC Documents, each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker such party's SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) Documents were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to thereto), and each fairly presents in all material respects the consolidated financial position of such party and its subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods indicated, except that for purposes of the foregoing representation, any unaudited interim financial statements or, (i) shall be read in conjunction with such party's most recent audited consolidated financial statements contained in the case of unaudited statementsDynabazaar, as permitted by in Dynabazaar's 2005 Annual Report on Form 10-Q of the SECK, and except that in the unaudited financial statements may not contain footnotes case of LQ, in LQ's 2005 Annual Report on Form 10-K, and (ii) were or are subject to normal and recurring year-end adjustments that will not, individually which were not or in the aggregate, are not expected to be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 3 contracts
Samples: Merger Agreement (Lq Corp Inc), Merger Agreement (Dynabazaar Inc), Agreement and Plan of Merger (Lq Corp Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker MAKER SEC DocumentsDOCUMENTS"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 3 contracts
Samples: Loan Agreement (Northwest Biotherapeutics Inc), Loan Agreement (Northwest Biotherapeutics Inc), Loan Agreement, Security Agreement and Convertible Promissory Note (Northwest Biotherapeutics Inc)
SEC Filings; Financial Statements. (aA) Maker Parent has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all registration statementsexhibits) of each report (on a form other than Form S-8) including, without limitation, the most recent annual report to stockholders and Form 10-K and 10-Q reports, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker periodic filings made with the SEC since and definitive proxy statement filed by Parent with the SEC between January 1, 2003, 1996 and all amendments thereto the date of this Agreement (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents were filed in a timely manner and complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as and the case may be)rules and regulations promulgated thereunder; and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(bB) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 3 contracts
Samples: Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc), Merger Agreement (Award Software International Inc)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or filed and has made available to Holder accurate Parent all forms, reports and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed by the Maker Company with the SEC since January September 1, 20031994 (collectively, and all amendments thereto (the "Maker Company SEC DocumentsReports"). Except as set forth on Schedule 14.14(a)disclosed in Section 2.7 of the Company Disclosure Schedule, the Company SEC Reports (i) were prepared in all statements, reports, schedules, forms and other documents required to have been filed by Maker material respects in accordance with the SEC have been so filed on a timely basis. As requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained contain any untrue statement of a material fact or omitted 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.. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. 8
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such thereto), and each fairly presents in all material respects the consolidated financial statements or, in the case of unaudited statements, as permitted by Form 10-Q position of the SECCompany and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows and changes in stockholders' equity for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments that will not, individually which were not or in the aggregate, are not expected to be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof amount and the consolidated results addition of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyfootnotes.
Appears in 2 contracts
Samples: Merger Agreement (New Stat Healthcare Inc), Merger Agreement (American Medical Response Inc)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available filed all forms, reports and documents required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker it with the SEC since January 1, 20032005, including (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, 2006 and 2007, respectively, (ii) its Quarterly Report on Form 10-Q for the period ended Mxxxx 00, 0000, (xxx) all amendments thereto proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since January 1, 2005 and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since January 1, 2005 (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a)forms, all statements, reports, schedules, forms reports and other documents required referred to have been filed by Maker with in clauses (i), (ii), (iii) and (iv) above being, collectively, the “SEC have been so filed on a timely basisReports”). As of the time it was filed with the The SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Reports (i) each of the Maker SEC Documents complied were prepared in all material respects accordance with the applicable requirements of either the Securities Act Act, or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not, at the time they were filed, or, if amended, as of the Maker SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. No Subsidiary is required to file any form, report or other document with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto) and each fairly presents, in all material respects, the consolidated financial statements orposition, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which would not have had, and would not have, individually or in the aggregate, a Material Adverse Effect).
(c) Except as and to the extent set forth on the audited consolidated balance sheet of the Company and the consolidated Subsidiaries as at December 31, 2007, including the notes thereto (the “Balance Sheet”), neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that will would be required to be disclosed in accordance with GAAP, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since December 31, 2007, which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect.
(d) The Company has heretofore furnished to Purchaser complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.
(e) The Company has made available to Purchaser all comment letters received by the Company from the SEC or the staff thereof since December 31, 2006 and all responses to such comment letters filed by or on behalf of the Company.
(f) To the Company’s knowledge, except as disclosed in the SEC Reports, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since January 1, 2005.
(g) The Company has timely filed and made available to Purchaser all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. The Company has made available to Purchaser in the Data Room, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 5.07, the term “file” shall be material broadly construed to include any manner in amount)which a document or information is furnished, supplied or otherwise made available to the SEC.
(h) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iiiiv) fairly present the consolidated recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has made available to Purchaser in the Data Room, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls.
(i) Since January 1, 2005, neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported evidence of a material violation of the Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. Since January 1, 2005, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial position officer, general counsel, the Board or any committee thereof.
(j) To the knowledge of Maker the Company, no employee of the Company or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).
(k) All accounts receivable of the Company and its consolidated subsidiaries as Subsidiaries reflected on the Balance Sheet or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with SEC regulations and GAAP applied on a consistent basis and are not subject to valid defenses, setoffs or counterclaims. The Company’s reserve for contractual allowances and doubtful accounts, to the knowledge of the respective dates thereof Company, is adequate and has been calculated in a manner consistent with past practices. Since the consolidated results date of operations and cash flows the Balance Sheet, neither the Company nor any of Maker its Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of its Subsidiaries sell goods, fill orders or record sales.
(l) All accounts payable of the Company and its consolidated subsidiaries Subsidiaries reflected on the Balance Sheet or arising thereafter are the result of bona fide transactions in the ordinary course of business. Since the date of the Balance Sheet, the Company and its Subsidiaries have not altered in any material respects their practices for the periods covered therebypayment of such accounts payable, including the timing of such payment.
Appears in 2 contracts
Samples: Investment Agreement (United Energy Group LTD), Investment Agreement (United Energy Group LTD)
SEC Filings; Financial Statements. (a) Maker Since January 1, 1996, and prior to the execution and delivery of this Agreement, the Company has delivered or made available to Holder accurate and complete copies of filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms statements and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was be filed with the Securities and Exchange Commission (the "SEC"), including, without limitation, (A) all Annual Reports on Form 10-K, (B) all Quarterly Reports on Form 10-Q, (C) all proxy statements relating to meetings of stockholders (whether annual or special), (D) all Reports on Form 8- K, (E) all other reports or registration statements and (F) all amendments and supplements to all such reports and registration statements (collectively, the "SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Reports"). The SEC Reports (i) each of the Maker SEC Documents complied were prepared in all material respects in accordance with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act") and the Exchange Act (as and the case may be); rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) none of did not at the Maker SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted 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.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker SEC Documents: (i) complied as to form Reports has been prepared in all material respects in accordance with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with and generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto) and each fairly presents, in all material respects, the consolidated financial statements orposition, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise indicated in the notes thereto (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which were not and are not expected, individually or in the aggregate, to have a Company Material Adverse Effect).
(c) Except as and to the extent set forth on, or reserved against on, the consolidated balance sheet of the Company and its consolidated subsidiaries as of June 30, 1997, including the notes thereto, none of the Company or any Company Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent, fixed, liquidated, unliquidated or otherwise) that will would be required to be reflected on, or reserved against in, a balance sheet of the Company, or in the notes thereto, prepared in accordance with the published rules and regulations of the SEC and generally accepted accounting principles, except for liabilities or obligations (i) disclosed in any SEC Report filed since June 30, 1997 and prior to the execution and delivery of this Agreement, or in the Company Disclosure Schedule or (ii) incurred in the ordinary course of business since June 30, 1997, that would not, individually or in the aggregate, have a Company Material Adverse Effect. Except as set forth in Section 3.13 of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries has any liability for any discontinued operations (as such term is used in accordance with generally accepted accounting principles ("GAAP")) or with respect to any business or assets formerly owned or operated by the Company or any of the Company Subsidiaries or with respect to any predecessor of the Company or any of the Company Subsidiaries, that would individually or in the aggregate have a Company Material Adverse Effect. Section 3.6(c) of the Company Disclosure Schedule sets forth the amount of principal and unpaid interest outstanding as of September 30, 1997 under each instrument evidencing Indebtedness of or borrowed money of the Company and the Company Subsidiaries which will accelerate or become due or result in a right of redemption or repurchase on the part of the holder of such Indebtedness (with or without due notice or lapse of time) as a result of this Agreement, the Merger or the other Transactions.
(d) Except in each case as disclosed in the SEC Reports or as set forth in Section 3.6(d) of the Company Disclosure Schedule, none of the Company or any of the Company Subsidiaries is indebted to any director or executive officer of the Company or any of the Company Subsidiaries (except for amounts due as normal salaries and bonuses, in reimbursement of ordinary expenses and directors' fees) and no such person is indebted to the Company or any of the Company Subsidiaries, and there have been no other transactions of the type required to be material disclosed pursuant to Items 402 and 404 of Regulation S-K under the Exchange Act.
(e) As of the date hereof, the aggregate amount of Indebtedness of the Company and its subsidiaries does not exceed $200,000,000. Except as identified in amountSection 3.6(e) of the Company Disclosure Schedule, no Indebtedness of the Company or any of the Company Subsidiaries in excess of $100,000 contains any restriction upon (i) the prepayment of such Indebtedness, (ii) the incurrence of Indebtedness by the Company or any of the Company Subsidiaries or (iii) the ability of the Company or any of the Company Subsidiaries to grant any liens on its properties or assets. For purposes of this Agreement, "Indebtedness" shall mean (i) all indebtedness for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any other indebtedness which is evidenced by a note, bond, debenture or similar instrument, (iii) all obligations under financing leases (as such term is used in accordance with GAAP), (iv) all obligations in respect of acceptances issued or created, (v) all liabilities secured by any lien on any property, and (iiivi) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyall guarantee obligations.
Appears in 2 contracts
Samples: Merger Agreement (All American Communications Inc), Merger Agreement (Pearson Merger Co Inc)
SEC Filings; Financial Statements. (a) Maker Brainworks has delivered or made available to Holder the LLC accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Brainworks with the SEC since January 1, 20032001, and all amendments thereto (the "Maker Brainworks SEC Documents"). Except as set forth on Schedule 14.14(a)in Part 3.4(a) of the Brainworks Disclosure Schedule, all statements, reports, schedules, forms and other documents required to have been filed by Maker Brainworks with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Brainworks SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Brainworks SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker Brainworks SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker the Brainworks and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker the Brainworks and its consolidated subsidiaries for the periods covered thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc), Agreement and Plan of Merger and Reorganization (Brainworks Ventures Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate All forms, documents and complete copies of reports, together with all registration statementsexhibits, proxy financial statements and other statements, reports, schedules, forms and other documents schedules filed by the Maker with the SEC since January 1, 2003or furnished therewith, and all amendments thereto information, documents and agreements incorporated in any such form, document or report (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(abut not including any document incorporated by reference into an exhibit), all statementsexcluding the Joint Proxy Statement, reports, schedules, forms and other documents required to have been filed by Maker with or furnished to the SEC by Central or any of the Central Subsidiaries since January 1, 2019 (the “Central SEC Documents”) have been so timely filed on a timely basisor furnished, as the case may be. As of the time it was filed with the SEC their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date of this NoteAgreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Maker Central SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); , and the requirements of SOX and (ii) none of the Maker Central SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes, if any) contained in the Maker Central SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes have contained notes and are were subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly present presented in all material respects the consolidated financial position of Maker Central and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Central and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Central Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Central and its consolidated Subsidiaries as of December 31, 2019 (the “Central Balance Sheet Date”) set forth in Central’s Annual Report on Form 10-K filed with the SEC on February 19, 2020.
Appears in 2 contracts
Samples: Merger Agreement (Devon Energy Corp/De), Merger Agreement (WPX Energy, Inc.)
SEC Filings; Financial Statements. (a) Maker Purchaser has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Purchaser with the SEC since between January 1, 2003, 1998 and all amendments thereto the date of this Agreement (the "Maker Purchaser SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Purchaser SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Purchaser and its consolidated subsidiaries for the periods covered thereby.
Appears in 2 contracts
Samples: Merger Agreement (Digital River Inc /De), Stock Purchase Agreement (Digital River Inc /De)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies Copies of all reports, registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Purchaser with the SEC since January 1, 2003, and all amendments thereto 2000 (the "Maker Purchaser SEC Documents")) have been made available to Seller for its review. Except as set forth on Schedule 14.14(a), all statements, All reports, schedules, forms statements and other documents required to have been filed by Maker Purchaser with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Purchaser SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries the Purchaser Corporations as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Purchaser Corporations for the periods covered thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Gilead Sciences Inc), Asset Purchase Agreement (Osi Pharmaceuticals Inc)
SEC Filings; Financial Statements. (a) Maker Parent has delivered or filed with the Securities and Exchange Commission (the "SEC") and has heretofore made available to Holder accurate the Company true and complete copies of all each report, registration statements, proxy statements and other statements, reports, schedules, forms and other documents definitive proxy statement required to be filed by the Maker with the SEC since Parent from January 1, 20031998 until the date of this Agreement under the Exchange Act (collectively, and all amendments thereto (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to amended, as of the date of this Notethe last such amendment, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); , and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 2 contracts
Samples: Merger Agreement (Puma Technology Inc), Merger Agreement (Puma Technology Inc)
SEC Filings; Financial Statements. (ai) Maker The Company has delivered or made available to Holder accurate and complete copies of filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms statements and other documents required to be filed by the Maker with the SEC since January 1, 20031993, and all amendments thereto pursuant to Sections 12(b), 12(g), 13, 14 or 15(d) of the Exchange Act (collectively, the "Maker SEC DocumentsReports"). Except as set forth on Schedule 14.14(a), each of which complied in all statements, reports, schedules, forms and other documents required to have been filed by Maker material respect with the SEC have been so filed on a timely basis. As applicable requirements of the time it was Exchange Act and the rules and regulations of the SEC thereunder, as in effect on the date so filed. The Company has delivered to Parent, in the form filed with the SEC (or, if amended or superseded by a filing prior to the date including any amendments thereto) copies of this Note, then (A) its Annual Report on the date of such filing): (i) Form 10-K for each of the Maker three fiscal years ended December 31, 1993, 1994 and 1995, and the Quarterly Report on Form 10-Q for the quarters ended March 31, June 30, September 30, 1996 (the "1996 10- Q's"); (B) all definitive proxy statements relating to the Company's meetings of stockholders (whether annual or special) held since January 1, 1993; and (C) all other SEC Documents Reports or registration statements filed by the Company with the SEC since January 1, 1993. None of such forms, reports or documents (including any financial statements or schedules included or incorporated by reference therein) filed by the Company contained, when filed (in A-7
(ii) Each of the audited and unaudited consolidated financial statements of the Company (including, in each case, any related notes thereto) included in its SEC Reports complied as to form when filed in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable with respect thereto; (ii) were , has been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, thereto) and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present presents the consolidated financial position of Maker and its consolidated subsidiaries as of the Company at the respective dates thereof and the consolidated results of its operations and changes in cash flows of Maker and its consolidated subsidiaries for the periods covered therebyindicated (subject in the case of unaudited statements, to normal year-end audit adjustments).
(iii) Except as and to the extent set forth on the balance sheet of the Company at December 31, 1995, including the notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet or in the notes thereto prepared in accordance with generally accepted accounting principles, except for liabilities or obligations incurred in the ordinary course of business since December 31, 1995, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Medarex Inc), Merger Agreement (Houston Biotechnology Inc)
SEC Filings; Financial Statements. (a) Maker Trulia has delivered timely furnished or made available to Holder accurate filed all forms, reports and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been be furnished or filed by Maker it with the Securities and Exchange Commission (the “SEC”) since September 19, 2012 (collectively, the “Trulia SEC have been so filed on a timely basisReports”). As Each Trulia SEC Report (i) was, at the time filed, prepared in all material respects in accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time it was filed with the SEC (filed, or, if amended or superseded by a an amendment or filing prior to the date of this NoteAgreement, then on as of the date of such amendment or filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained , contain any untrue statement of a material fact or omitted 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. No Trulia Subsidiary is required to file any form, report or other document with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Trulia SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Trulia and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments that will notadjustments).
(c) Except (i) as and to the extent set forth on the consolidated balance sheet of Trulia and the consolidated Trulia Subsidiaries as at March 31, individually 2014, including the notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since Xxxxx 00, 0000, (xxx) for liabilities to pay or perform under any Material Trulia Contract set forth on Section 3.16(a) of Trulia Disclosure Schedule or entered into after the date hereof in compliance with Section 5.01 in accordance with its terms and without any breach of any provision thereof, and (iv) for liabilities and obligations incurred as permitted by this Agreement or in connection with the aggregatetransactions contemplated by this Agreement, be material neither Trulia nor any Trulia Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would constitute a Trulia Material Adverse Effect.
(d) Each of the principal executive officer of Trulia and the principal financial officer of Trulia (or each former principal executive officer of Trulia and each former principal financial officer of Trulia, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to Trulia SEC Reports, and the statements contained in amount)such certifications are true and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. None of Trulia or any of Trulia Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.
(e) Trulia maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that transactions are executed only in accordance with the authorization of management and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as regarding prevention or timely detection of the respective dates thereof unauthorized acquisition, use or disposition of Trulia’s properties or assets that could have a material effect on Trulia’s financial statements.
(f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the consolidated results Exchange Act) utilized by Trulia are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Trulia in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of operations the SEC and cash flows that all such information required to be disclosed is accumulated and communicated to the management of Maker Trulia, as appropriate, to allow timely decisions regarding required disclosure and its consolidated subsidiaries for to enable the periods covered therebyprincipal executive officer and principal financial officer of Zillow to make the certifications required under the Exchange Act with respect to such reports.
(g) Since December 31, 2012, none of Trulia, Trulia’s independent accountants, Trulia Board or the audit committee of Trulia Board has received any oral or written notification of any (i) “significant deficiency” in the internal control over financial reporting of Trulia, (ii) “material weakness” in the internal control over financial reporting of Trulia or (iii) fraud, whether or not material, that involves management or other employees of Trulia who have a significant role in the internal control over financial reporting of Trulia. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Zillow Inc), Merger Agreement (Trulia, Inc.)
SEC Filings; Financial Statements. (a) Maker Parent has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Parent with the SEC since January 1between September 30, 2003, 1995 and all amendments thereto the date of this Agreement (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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; and (iii) since the date of the Parent's last Quarterly Report on Form 10-Q, no event has occurred which would have a material adverse effect on Parent's business, condition, assets, liability, operations, financial performance or prospects.
(b) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 2 contracts
Samples: Merger Agreement (Boole & Babbage Inc), Merger Agreement (Boole & Babbage Inc)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available filed all forms, reports and documents required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker it with the SEC since January 1, 20032005, including (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, 2006 and 2007, respectively, (ii) its Quarterly Report on Form 10-Q for the period ended Xxxxx 00, 0000, (xxx) all amendments thereto proxy statements relating to the Company’s meetings of stockholders (whether annual or special) held since January 1, 2005 and (iv) all other forms, reports and other registration statements (other than Quarterly Reports on Form 10-Q not referred to in clause (ii) above) filed by the Company with the SEC since January 1, 2005 (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a)forms, all statements, reports, schedules, forms reports and other documents required referred to have been filed by Maker with in clauses (i), (ii), (iii) and (iv) above being, collectively, the “SEC have been so filed on a timely basisReports”). As of the time it was filed with the The SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Reports (i) each of the Maker SEC Documents complied were prepared in all material respects accordance with the applicable requirements of either the Securities Act Act, or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not, at the time they were filed, or, if amended, as of the Maker SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. No Subsidiary is required to file any form, report or other document with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto) and each fairly presents, in all material respects, the consolidated financial statements orposition, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which would not have had, and would not have, individually or in the aggregate, a Material Adverse Effect).
(c) Except as and to the extent set forth on the audited consolidated balance sheet of the Company and the consolidated Subsidiaries as at December 31, 2007, including the notes thereto (the “Balance Sheet”), neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that will would be required to be disclosed in accordance with GAAP, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since December 31, 2007, which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect.
(d) The Company has heretofore furnished to Purchaser complete and correct copies of all material amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.
(e) The Company has made available to Purchaser all comment letters received by the Company from the SEC or the staff thereof since December 31, 2006 and all responses to such comment letters filed by or on behalf of the Company.
(f) To the Company’s knowledge, except as disclosed in the SEC Reports, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since January 1, 2005.
(g) The Company has timely filed and made available to Purchaser all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to any Company SEC Report. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents. The Company has made available to Purchaser in the Data Room, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures. As used in this Section 5.07, the term “file” shall be material broadly construed to include any manner in amount)which a document or information is furnished, supplied or otherwise made available to the SEC.
(h) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iiiiv) fairly present the consolidated recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has made available to Purchaser in the Data Room, complete and correct copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such internal accounting controls.
(i) Since January 1, 2005, neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing the Company or any Subsidiary, whether or not employed by the Company or any Subsidiary, has reported evidence of a material violation of the Securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. Since January 1, 2005, there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial position officer, general counsel, the Board or any committee thereof.
(j) To the knowledge of Maker the Company, no employee of the Company or any Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).
(k) All accounts receivable of the Company and its consolidated subsidiaries as Subsidiaries reflected on the Balance Sheet or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with SEC regulations and GAAP applied on a consistent basis and are not subject to valid defenses, setoffs or counterclaims. The Company’s reserve for contractual allowances and doubtful accounts, to the knowledge of the respective dates thereof Company, is adequate and has been calculated in a manner consistent with past practices. Since the consolidated results date of operations and cash flows the Balance Sheet, neither the Company nor any of Maker its Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of its Subsidiaries sell goods, fill orders or record sales.
(l) All accounts payable of the Company and its consolidated subsidiaries Subsidiaries reflected on the Balance Sheet or arising thereafter are the result of bona fide transactions in the ordinary course of business. Since the date of the Balance Sheet, the Company and its Subsidiaries have not altered in any material respects their practices for the periods covered therebypayment of such accounts payable, including the timing of such payment.
Appears in 2 contracts
Samples: Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (Transmeridian Exploration Inc)
SEC Filings; Financial Statements. (a) Maker ADAC has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker ADAC with the SEC since between January 1, 2003, 1996 and all amendments thereto the date of this Agreement (the "Maker ADAC SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker ADAC SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker ADAC SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker ADAC SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker ADAC and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker ADAC and its consolidated subsidiaries for the periods covered thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Adac Laboratories), Merger Agreement (Adac Laboratories)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available filed all forms, reports and documents required to Holder accurate be filed by it with the Securities and complete copies of Exchange Commission ("SEC") including (i) its Annual Reports on Form 10-K for the fiscal years ended December 31, 1999 and 2000, respectively, (ii) the 3-31-01 10-Q, (iii) all registration statements, proxy statements relating to the Company's meetings of stockholders (whether annual or special), and (iv) all other forms, reports and other statements, reports, schedules, forms and other documents registration statements filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed Company with the SEC (orthe forms, if amended or superseded by a filing prior reports and other documents referred to in clauses (i), (ii), (iii) and (iv) above, collectively, as the date of this Note, then on the date of such filing): "COMPANY SEC REPORTS"). The Company SEC Reports (i) each of the Maker SEC Documents complied were prepared in all material respects accordance with the applicable requirements of the Securities Act or of 1933, as amended and the rules and regulations of the SEC promulgated thereunder, and the Exchange Act (Act, as the case may be); and applicable, (ii) none of did not, at the Maker SEC Documents contained time they were filed, contain any untrue statement of a material fact or omitted 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, and (iii) were filed in a timely manner. No Subsidiary of the Company was or is required to file any form, report or other document with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: Reports (ithe "COMPANY FINANCIAL STATEMENTS") complied to form, as to form of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were SEC, each was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orexcept, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) during the periods involved (except as may be indicated in the notes thereto) and each presented fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, and reflects all claims against and all debts and liabilities of the Company, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP, and the related statements of income, stockholders' equity and cash flows fairly present the results of operations for the respective periods indicated, except that the any unaudited interim financial statements may not contain footnotes and are were subject to normal and recurring year-end adjustments that will nothave not had or resulted in a Company Material Adverse Effect.
(c) The Company has no liabilities or obligations of any nature, individually except (i) as and to the extent disclosed on the balance sheet of the Company as at March 31, 2001, including the notes thereto, or on the balance sheet of the Company as at December 31, 2000, including the notes thereto, (ii) as disclosed in the aggregateCompany SEC Reports, be material in amount), and or (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyhave not had or resulted in a Company Material Adverse Effect.
(d) Since March 31, 2001, there has not been any Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Agency Com LTD), Merger Agreement (Seneca Investments LLC)
SEC Filings; Financial Statements. (aA) Maker The Parent has delivered or made available to Holder the 501 Company accurate and complete copies (excluding copies of all registration statementsexhibits) of each report (on a form other than Form S-8) including, without limitation, the most recent annual report, if any, to stockholders and Form 10-KSB and 10-QSB reports, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker periodic filings made with the SEC since January 1up to and including the date of this 16 EMPIRE GLOBAL CORP. Agreement & Plan of Merger & Reorganization October 27, 2003, and all amendments thereto 2005 Agreement (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents were filed in a timely manner and complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as and the case may be)rules and regulations promulgated thereunder; and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(bB) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker the Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker the Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 2 contracts
Samples: Merger Agreement (Empire Global Corp.), Merger Agreement (Empire Global Corp.)
SEC Filings; Financial Statements. (a) Maker Castelle has delivered or made available to Holder Ibex accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Castelle with the SEC since January 1between November 16, 2003, 1995 and all amendments thereto the date of this Agreement (the "Maker Castelle SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Castelle SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Castelle SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Castelle SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Castelle and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Castelle and its consolidated subsidiaries for the periods covered thereby.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Castelle \Ca\), Agreement and Plan of Reorganization and Merger (Castelle \Ca\)
SEC Filings; Financial Statements. (a) Maker The Company has delivered filed or made available to Holder accurate and complete copies of furnished, as applicable, all registration forms, statements, proxy statements certifications, reports and other statements, reports, schedules, forms and other documents required to be filed or furnished by the Maker it with the SEC under the Exchange Act or the Securities Act since January 1June 24, 2003, and all amendments thereto 2021 (the "Maker “SEC Documents"Reports”). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) ), each of the Maker SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) and, as of the time they were filed, none of the Maker SEC Documents Reports contained any untrue statement of a material fact or 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. As used in this Section 3.8, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.
(b) The financial statements (including any related notes) contained of the Company included in the Maker SEC Documents: Reports (icollectively, the “Financial Statements”) complied as to form fairly present in all material respects with the published rules and regulations financial position of the SEC applicable thereto; (ii) were prepared Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered (“GAAP”) (except as may be indicated in the notes to such financial statements orotherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will notadjustments) applied on a consistent basis unless otherwise noted therein throughout the periods therein specified. Except as set forth in the Financial Statements and/or SEC Reports, the Company has not incurred any liabilities, contingent or otherwise, except those in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate, have had or would reasonably be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyexpected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Stock Purchase Agreement (LENZ Therapeutics, Inc.), Subscription Agreement (Graphite Bio, Inc.)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder each Purchaser a complete and accurate and complete copy (excluding copies of all registration statementsexhibits) of the Company's (i) Annual Report of Form 10-K for the year ended September 30, proxy statements 1998, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 31, 1998 and other statementsXxxxx 00, reports0000, schedules(xxx) Proxy Statement on Schedule 14A dated January 13, forms 1999, and other documents (iv) Proxy Statement on Schedule 14A dated June 1, 1999, each filed by the Maker Company with the SEC since January 1Securities and Exchange Commission ("SEC") (collectively, 2003, and all amendments thereto (the "Maker Company SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker The Company SEC Documents (i) complied with the SEC have been so filed on a timely basis. As requirements of the time it was Securities Act or the Exchange Act, as the case may be, at and as of the times they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and , (ii) none were filed in a timely manner, and (iii) did not at and as of the Maker SEC Documents contained 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 omitted 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.
(b) The Each of the sets of financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: Documents (collectively, the "Past Financial Statements") including the Company's unaudited consolidated balance sheet as of March 31, 1999 (the "March Balance Sheet")
(i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were was prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orthereto and, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, which are not expected to be material in amount), ) and (iii) fairly present presents the consolidated financial position of Maker and its consolidated subsidiaries the Company as of at the respective dates thereof and the consolidated results of operations of the Company and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyindicated.
Appears in 2 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate All forms, documents and complete copies of reports, together with all registration statementsexhibits, proxy financial statements and other statements, reports, schedules, forms and other documents schedules filed by the Maker with the SEC since January 1, 2003or furnished therewith, and all amendments thereto information, documents and agreements incorporated in any such form, document or report (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(abut not including any document incorporated by reference into an exhibit), all statementsexcluding the Joint Proxy Statement, reports, schedules, forms and other documents required to have been filed by Maker with or furnished to the SEC by Parent or any of the Parent Subsidiaries since January 1, 2022 (the “Parent SEC Documents”) have been so timely filed on a timely basisor furnished, as the case may be. As of the time it was filed with the SEC their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date of this NoteAgreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); , and the requirements of SOX and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes, if any) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes have contained notes and are were subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly present presented in all material respects the consolidated financial position of Maker Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Parent Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Parent and its consolidated Subsidiaries as of December 31, 2022 (the “Parent Balance Sheet Date”) set forth in Parent’s Annual Report on Form 10-K filed with the SEC on February 23, 2023.
Appears in 2 contracts
Samples: Merger Agreement (APA Corp), Merger Agreement (Callon Petroleum Co)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate All forms, documents and complete copies of reports, together with all registration statementsexhibits, proxy financial statements and other statements, reports, schedules, forms and other documents schedules filed by the Maker with the SEC since January 1, 2003or furnished therewith, and all amendments thereto information, documents and agreements incorporated in any such form, document or report (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(abut not including any document incorporated by reference into an exhibit), all statementsexcluding the Joint Proxy Statement/Consent Solicitation Statement, reports, schedules, forms and other documents required to have been filed by Maker with or furnished to the SEC by Pi or any of the Pi Subsidiaries since January 1, 2021 (the “Pi SEC Documents”) have been so timely filed on a timely basisor furnished, as the case may be. As of the time it was filed with the SEC their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date of this NoteAgreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Maker Pi SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); , and the requirements of SOX and (ii) none of the Maker Pi SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes, if any) contained in the Maker Pi SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes have contained notes and are were subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly present presented in all material respects the consolidated financial position of Maker Pi and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Pi and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes of this Agreement, “Pi Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of Pi and its consolidated Subsidiaries as of December 31, 2020 (the “Pi Balance Sheet Date”) set forth in Pi’s Annual Report on Form 10-K filed with the SEC on March 9, 2021.
Appears in 2 contracts
Samples: Merger Agreement (Penn Virginia Corp), Merger Agreement (Lonestar Resources US Inc.)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, All reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms statements and other documents required to have been filed by Maker the Buyer with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2006 (the “Buyer SEC Documents”) have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Buyer SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Buyer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker the Buyer and its consolidated subsidiaries (the “Buyer Corporations”) as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Buyer Corporations for the periods covered thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (NMS Communications Corp), Asset Purchase Agreement (Verso Technologies Inc)
SEC Filings; Financial Statements. (a) Maker Parent has delivered or made available to Holder the Company accurate and complete copies (excluding copies of exhibits) of each report, registration statement (on a form other than Form S-8) in the pre- or post-effective amendment declared effective by the SEC (excluding copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents or amendments filed by the Maker Parent that were amended or superseded before being declared effective) and definitive proxy statement filed by Parent with the SEC since between January 1, 2003, 1997 and all amendments thereto the date of this Agreement (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Titan Corp)
SEC Filings; Financial Statements. (a) Maker Parent has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Parent with the SEC since between January 1, 2003, 1999 and all amendments thereto the date of this Agreement (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) ), each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none . None of the Maker Parent SEC Documents contained (as amended or superceded by a filing prior to the date of this Agreement) contains any untrue statement of a material fact or omitted omits 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.
(b) The financial statements (including any related notes) contained in the Maker Parent SEC Documents: Documents (including the notes thereto): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries Parent for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Purchaser has delivered or made available to Holder Seller accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Purchaser with the SEC since January 1between August 17, 20031998 and the date of this Agreement (together with Purchaser's registration statements on Form S-8, and all amendments thereto (the "Maker Terayon SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Terayon SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Terayon SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Terayon SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited 14. statements, ) as permitted by Form 10-Q of the SECExchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Purchaser and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Terayon Communication Systems)
SEC Filings; Financial Statements. (a) Maker Since January 1, 2021, the Purchaser has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, all required reports and all amendments thereto filings (the "Maker “Purchaser SEC Documents"”). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed of filing with the SEC (or, if amended or superseded by a filing prior to the date of this Notehereof, then on the date of such filing): (i) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Purchaser SEC Documents contained any untrue statement of a material fact or 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. The Purchaser is in compliance, in all material respects, with the applicable listing rules of NYSE American LLC (the “NYSE American”).
(b) The consolidated financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such consolidated financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present present, in all material respects, the consolidated financial position of Maker and its consolidated subsidiaries the Purchaser as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Purchaser for the periods covered thereby.
Appears in 1 contract
Samples: Share Purchase Agreement (Synthetic Biologics, Inc.)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available (through the SEC XXXXX system or otherwise) to Holder Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Company with the SEC since January 1July 31, 20031998, and all amendments thereto (the "Maker Company SEC Documents"). Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, forms and other documents required to have been filed by Maker the Company with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Company SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker the Company and its consolidated subsidiaries for the periods covered thereby.
(c) The Company has reviewed and assessed the recoverability of all of the intangible assets and long-lived assets of the Acquired Corporations grouped by product group, using reasonable and supportable assumptions and projections reflecting current business conditions and operating plans. As and when appropriate, the Company has recorded a reduction in the carrying amount of these assets in accordance with U.S. generally accepted accounting principles applied on a consistent basis.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Applied Materials Inc /De)
SEC Filings; Financial Statements. (a) Maker HALIS has delivered or made available to Holder the Companies accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker HALIS with the SEC since between January 1, 2003, 1995 and all amendments thereto the date of this Agreement (the "Maker HALIS SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker HALIS SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker HALIS SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker HALIS SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries HALIS as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries HALIS for the periods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Halis Inc)
SEC Filings; Financial Statements. (a) Maker VISTA has delivered or made available to Holder GEOSURE accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker VISTA with the SEC since between January 1, 2003, 1998 and all amendments thereto the date of this Agreement (the "Maker VISTA SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker VISTA SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker VISTA SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker VISTA SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-year end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker VISTA and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker VISTA and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Partnership Interest Purchase Agreement (Vista Information Solutions Inc)
SEC Filings; Financial Statements. (a) Maker Terayon has delivered or made available to Holder the Sellers and the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Terayon with the SEC since January 1between August 17, 2003, 1998 and all amendments thereto the date of this Agreement (the "Maker Terayon SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Terayon SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Terayon SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Terayon SEC Documents: (i) complied as to form conform in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Terayon and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Terayon and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Share Purchase Agreement (Terayon Communication Systems)
SEC Filings; Financial Statements. (a) Maker SST has delivered or otherwise made available to Holder the Shareholders accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker SST with the SEC since between January 1, 2003, 1998 and all amendments thereto the date of this Agreement (the "Maker SST SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SST SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SST SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker SST SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker SST and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker SST and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Silicon Storage Technology Inc)
SEC Filings; Financial Statements. (a) Maker Parent has delivered or made available filed all forms, reports and documents required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 20032007 through the date of this Agreement (collectively, and all amendments thereto (the "Maker “Parent SEC Documents"Reports”). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was respective dates they were filed with the SEC (or, and if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): ), (i) each of the Maker Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of the Maker Parent SEC Documents Reports contained any untrue statement of a material fact or omitted 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.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of or 8-K promulgated by the SEC) and each presented fairly, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments that will notwhich were not and are not expected, individually or in the aggregate, be material in amountto have a Parent Material Adverse Effect), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available filed all forms, reports and documents required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker it with the SEC since January 1, 2003, and all amendments thereto 1997. The SEC Reports (the "Maker SEC Documents"). Except x) complied as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act (Act, as the case may be); , and the applicable rules and regulations promulgated thereunder, and (iiy) none did not, at the time they were filed, or, if amended, as of the Maker SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. Except as set forth in Section 4.07 (a) of the Disclosure Schedule, no Subsidiary is required to file any form, report or other document with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto) and each fairly presents, in all material respects, the consolidated financial statements orposition, results of operations and cash flows of the Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in adjustments) and except where the aggregate, be material in amount), and (iii) failure to so fairly present such financial position, results of operations or cash flows would not have a Material Adverse Effect).
(c) Except as and to the extent set forth on the consolidated financial position of Maker and its consolidated subsidiaries as balance sheet of the respective dates thereof Company and the consolidated results Subsidiaries as at December 31, 1999, including the notes thereto (the "1999 BALANCE SHEET") or as set forth in Section 4.07(c) of operations the Disclosure Schedule, neither the Company nor any Subsidiary has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and cash flows obligations, incurred in the ordinary course of Maker business consistent with past practice since December 31, 1999 that would not prevent or materially delay consummation of the Offer or the Merger and its consolidated subsidiaries for would not have a Material Adverse Effect.
(d) The Company has heretofore furnished to Parent complete and correct copies of all amendments and modifications that have not been filed by the periods covered therebyCompany with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.
Appears in 1 contract
Samples: Merger Agreement (Thomson Corp)
SEC Filings; Financial Statements. (a) Maker Centra has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Centra with the SEC since January 1United Stated Securities and Exchange Commission ("SEC") between February 3, 2003, 2000 and all amendments thereto the date of this Agreement (the "Maker Centra SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to ) that have been filed requested by Maker with the SEC have been so filed on a timely basisCompany. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Centra 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 of 1934, as amended (the "Exchange Act"), as the case may be); and (ii) none of the Maker Centra SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Centra SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SECSEC regulations, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not(which are not reasonably expected to be, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker Centra and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Centra and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker filings with the SEC since January 1, 2003, and all amendments thereto (the "Maker “Company SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents ”) that it has been required to have been filed by Maker with make in the SEC have been so filed on a timely basispast two (2) years under the Securities Act or the Exchange Act, as the case may be. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The Except to the extent stated therein, the financial statements (including any related notes) contained in the Maker Company SEC Documents: Documents (the “Company Financial Statements”): (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) when filed, were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly present present, in all material respects, the consolidated financial position of Maker and its consolidated subsidiaries the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Company for the periods covered therebythereby (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may contain footnotes and are subject to normal and recurring year-end adjustments).
Appears in 1 contract
Samples: Merger Agreement (Prab Inc)
SEC Filings; Financial Statements. (a) Maker Nikola has delivered or made available filed all reports required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker it with the SEC since January 1, 20032019, and Nikola has made available to Romeo (including through the SEC’s XXXXX database) true, correct and complete copies of all amendments thereto such reports (collectively, the "Maker “Nikola SEC Documents"”). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (ortheir respective dates, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker Nikola SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); Act, and (ii) none of the Maker Nikola SEC Documents Documents, as of their respective dates (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the date of such filing or amendment), contained any untrue statement of a material fact or omitted 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. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to the Nikola SEC Documents (collectively, the “Nikola Certifications”) were accurate and complete and comply as to form and content with all applicable Legal Requirements, in each case, as of the date such Nikola Certification was made. As used in this Section 4.6, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Nikola SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Documents was prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP throughout the periods covered indicated (except as may be indicated in the notes thereto and except that financial statements included with interim reports do not contain all notes to such financial statements orstatements) and each fairly presented in all material respects the consolidated financial position, results of operations and changes in stockholders’ equity and cash flows of Nikola and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will notwhich are not expected, individually or in the aggregate, to be material). Other than as disclosed in the Nikola SEC Documents filed prior to the date of this Agreement, there has been no material change in amount)Nikola’s accounting methods or principles that would be required to be disclosed in Nikola’s financial statements in accordance with GAAP.
(c) From January 1, 2019 through the date of this Agreement, Nikola has not received any correspondence from the SEC or the staff thereof or any correspondence from the NYSE or the staff thereof relating to the delisting or maintenance of listing of the Nikola Common Stock on the NYSE. Nikola has not disclosed any unresolved comments in the Nikola SEC Documents.
(d) Since January 1, 2019, there have been no material internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of Nikola, the Nikola Board of Directors or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the Xxxxxxxx-Xxxxx Act.
(e) Nikola is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and governance rules and regulations of the NYSE.
(f) Nikola maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that Nikola maintains records that in reasonable detail accurately and fairly reflect Nikola’s transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Nikola Board of Directors, and (iiiiv) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as regarding prevention or timely detection of the respective dates thereof unauthorized acquisition, use or disposition of Nikola’s assets that could have a material effect on Nikola’s financial statements. Nikola has disclosed to Nikola’s auditors and the consolidated results audit committee of operations the Nikola Board of Directors (and cash flows made available to Romeo a summary of Maker the significant aspects of such disclosure) (A) all significant deficiencies and its consolidated subsidiaries for material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Nikola’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Nikola’s internal control over financial reporting. Except as disclosed in the Nikola SEC Documents filed prior to the date of this Agreement, Nikola has not identified any material weaknesses in the design or operation of Nikola’s internal control over financial reporting. Since December 31, 2019, there have been no material changes in Nikola’s internal control over financial reporting.
(g) Nikola maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) (the “Nikola DC&Ps”) in compliance with the Exchange Act. The Nikola DC&Ps are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Nikola in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods covered therebyspecified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Nikola’s management as appropriate to allow timely decisions regarding required disclosure and to make the Nikola Certifications.
Appears in 1 contract
Samples: Merger Agreement (Nikola Corp)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate A true and complete copies copy of all registration statementseach annual, proxy statements quarterly and other statementsreport, reportsregistration statement, schedules, forms and other documents definitive proxy statement filed by the Maker Buyer with the SEC since January 1December 31, 2003, and all amendments thereto 2000 (the "Maker BUYER SEC DocumentsREPORTS"). Except as set forth ) is available on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed the Web site maintained by Maker with the SEC have been so filed on a timely basisat http://www.sec.gov. As of the time it was filed with the SEC (their xxxxxxxxxx xxxxs or, if amended or superseded by a filing prior to amended, as of the date of this Notethe last such amendment, then on the date of such filing): Buyer SEC Reports (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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.
(b) The At their respective dates, each set of consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Buyer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, Exchange Act) and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) each fairly present presents the consolidated financial position of Maker the Buyer and its consolidated subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyindicated, except that the unaudited interim financial statements were or are subject to the absence of footnotes and normal adjustments which (in addition to those noted therein) were not or are not expected to be material in amount.
Appears in 1 contract
Samples: Offer Agreement (Hewlett Packard Co)
SEC Filings; Financial Statements. (a) Maker 3.4.1. Parent has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Parent with the SEC since January 1, 2003, and all amendments thereto 2002 (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities 1933 Act or the Exchange Act (as the case may be); and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(b) 3.4.2. The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Buyer has delivered or made available to Holder accurate filed all forms, reports and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been be filed by Maker it with the Securities and Exchange Commission (the “SEC”) since October 11, 2018 (collectively, the “Buyer SEC have been so filed on a timely basisReports”). As of the time it was filed with the The Buyer SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Reports (i) each of the Maker SEC Documents complied were prepared in all material respects in accordance with either the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not, at the time they were filed, or, if amended, as of the Maker SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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.
(b) The Each of the financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Buyer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with the United States generally accepted accounting principles applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of Buyer as at the respective dates thereof and for the respective periods indicated therein, except that as otherwise noted therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount)which have not had, and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebywould not have a Material Adverse Effect over Buyer).
Appears in 1 contract
Samples: Combination and Stock Purchase Agreement (DD3 Acquisition Corp.)
SEC Filings; Financial Statements. (a) Maker FNB has delivered or filed and made available to Holder accurate and complete copies of West Coast all registration statements, proxy statements and other statementsforms, reports, schedules, forms and other documents required to be filed by the Maker FNB with the SEC since January 1, 20031993, and all amendments thereto (collectively, the "Maker FNB SEC DocumentsReports"). Except as set forth on Schedule 14.14(a)The FNB SEC Reports (i) at the time filed, complied in all statements, reports, schedules, forms and other documents required to have been filed by Maker material respects with the SEC have been so filed on a timely basis. As applicable requirements of the 1933 Act and the 1934 Act, as the case may be, and (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such FNB SEC Reports or necessary in order to make the statements thereinin such FNB SEC Reports, in the light of the circumstances under which they were made, not misleading. Except for FNB Subsidiaries that are registered as brokers, dealers, investment advisers, or associated persons thereof, none of the FNB Subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) The financial statements Each of the FNB Financial Statements (including including, in each case, any related notes) contained in the Maker FNB SEC Documents: (i) Reports, including any FNB SEC Reports filed after the date of this Agreement until the Effective Time, complied as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies Copies of all reports, registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Buyer with the SEC since January 1, 2003, and all amendments thereto 2001 (the "Maker Buyer SEC Documents")) have been made available to Seller for its review. Except as set forth on Schedule 14.14(a), all statements, All reports, schedules, forms statements and other documents required to have been filed by Maker Buyer with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Buyer SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Buyer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries Buyer as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries Buyer for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder accurate and complete copies of filed all registration statements, proxy statements and other statementsforms, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms statements and other documents required to have been be filed with the Securities and Exchange Commission (the "SEC") and has heretofore made available to Acquiror, in the form filed with the SEC, together with any amendments thereto, copies of its (i) Annual Reports on Form 10-K and all Quarterly Reports on Form 10-Q filed since April 1, 1994, (ii) all proxy statements relating to meetings of stockholders (whether annual or special) since Aprix 0, 0000, (xxx) xxx reports on Form 8-K since March 31, 1997 and (iv) all other reports or registration statements filed by Maker with the Company since April 1, 1994 (collectively, the "Company SEC have been so filed on a timely basisReports"). As of their respective filing dates the time it was filed with the Company SEC (orReports, if as amended or superseded by a filing prior pursuant to the date of this Noteamendments described in Schedule 3.6, then on the date of such filing): (i) each of the Maker SEC Documents complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act or of 1933, as amended (the Exchange Act (as the case may be); "Securities Act") and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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.
(b) The Except as set forth on Schedule 3.6, the financial statements (statements, including any all related notes) notes and schedules, contained in the Maker Company SEC Documents: Reports (ior incorporated by reference therein) complied as to form in all material respects with fairly present the published rules and regulations consolidated financial position of the SEC applicable thereto; (ii) were prepared Company and the Company Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the periods indicated in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, noted therein) and subject in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited interim financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyadjustments.
Appears in 1 contract
Samples: Merger Agreement (BTG Inc /Va/)
SEC Filings; Financial Statements. (a) Maker Transcend has delivered or made available to Holder the Company and the Shareholders accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Transcend with the SEC since between January 1, 2003, 1997 and all amendments thereto the date of this Agreement (the "Maker Transcend SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): ), (i) each of the Maker Transcend SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 or the Exchange Act of 1934 (as the case may be); and (ii) none of the Maker Transcend SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Transcend SEC Documents: Documents (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries Transcend as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries Transcend for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker filings with the SEC since January 1that it has been required to make in the past two (2) years under the Securities Act or the Exchange Act, 2003, and all amendments thereto as the case may be (the "Maker “Company SEC Documents"”). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The Except to the extent stated therein, the financial statements (including any related notes) contained in the Maker Company SEC Documents: Documents (the “Company Financial Statements”): (i) when filed, complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) when filed, were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may contain footnotes and are subject to normal and recurring year-end adjustments); and (iii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments adjustments).
(c) The Schedule 14D-9 and, if applicable, the Proxy Statement (and any amendment thereof or supplement thereto) will comply as to form in all material respects with applicable federal securities laws. The Schedule 14D-9 and, if applicable, the Proxy Statement, on the date filed with the SEC and the date first published, sent or given to the Company Securityholders, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that will not, individually no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference in the aggregateSchedule 14D-9 and the Proxy Statement. The information provided by the Company in writing to the Parent or Merger Sub for inclusion or incorporation by reference in the Schedule TO or the Offer Documents will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, be in light of the circumstances under which they were made, not misleading.
(d) The Company has designed and implemented disclosure controls and procedures, within the meaning of Rule 13a-15(e) of the Exchange Act, to ensure that material in amount)information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (iiii) fairly present has disclosed, based on its most recent evaluation, to the Parent and to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s or its Subsidiaries’ ability to record, process, summarize and report financial data, and (B) any fraud, whether material or not material, that involves management or other employees of the Company or its Subsidiaries who have or had a significant role in the Company’s internal controls over financial reporting. The certificates of the Chief Executive Officer and Chief Financial Officer of the Company required by Rule 13a-14 under the Exchange Act with respect to the Company SEC Reports, as applicable, were true and correct as of the date made.
(e) Each of the Company and its Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains effective internal accounting controls over financial reporting as required by Rule 13a-15 or Rule 15d-15, as applicable, of the Exchange Act, that provide assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial position statements of Maker the Company and to maintain accountability for the Company’s consolidated assets; (iii) access to the Company’s consolidated assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Company’s consolidated assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Further, to the knowledge of the Company and its consolidated subsidiaries Subsidiaries, no facts or circumstances exist as of the respective dates thereof and date hereof that would reasonably be expected to prevent or otherwise delay the consolidated results assessment of operations and cash flows management of Maker the Company of internal control over financial reporting that concludes that the internal control over financial reporting of the Company and its consolidated subsidiaries for Subsidiaries is effective as required by Section 404 of the periods covered therebyXxxxxxxx-Xxxxx Act as of the time such assessment is required.
(f) The Company has provided or made available to Parent true and complete copies of all comment letters received by the Company from the SEC since January 1, 2004 and all responses to such comment letters by or on behalf of the Company.
Appears in 1 contract
SEC Filings; Financial Statements. (ai) Maker SPSS has delivered or made available to Holder the Buyer accurate and complete copies of all each report, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker SPSS with the SEC since January 1August 4, 2003, and all amendments thereto 1993 (the "Maker SPSS SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (ia) each of the Maker SPSS SEC Documents complied in all material respects with the applicable requirements of the Securities 1933 Act or the Exchange 1934 Act (as defined herein), as the case may be); and (iib) none of the Maker SPSS SEC Documents contained any untrue statement of a material fact or 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. There are no contracts or other documents of SPSS that are required to be filed as exhibits to the SPSS SEC Documents which have not been filed.
(bii) The consolidated financial statements (including any related notes) contained in the Maker SPSS SEC Documents: (ia) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (iib) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of promulgated by the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not(which are not reasonably expected to be, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.in
Appears in 1 contract
Samples: Stock Purchase Agreement (SPSS Inc)
SEC Filings; Financial Statements. (a) Maker Buyer has delivered or made available to Holder accurate and complete copies of all registration statementstimely filed each report, proxy statements schedule, form, statement and other statements, reports, schedules, forms and other documents document required to be filed by the Maker with the SEC since January 128, 20032008 (such documents, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other together with any documents required to have been filed during such period by Maker Buyer with the SEC have been so filed on a timely basisvoluntary basis on Current Reports on Form 6-K, the “Buyer SEC Reports”). As of the time it was filed with the SEC their respective filing dates (or, if amended or superseded by a filing prior to the date of this NoteSigning Date, then on the date of such filing): (i) each of ), the Maker Buyer SEC Documents Reports complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (as including the case may be); rules and (iiregulations promulgated thereunder, “SOX”) applicable to such Buyer SEC Reports, and none of the Maker Buyer SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements statement therein, in the light of the circumstances under which they were made, not misleading.
(b) . The financial statements statement (including any the related notesnotes and schedules) contained in of Buyer included in, or incorporated by reference into, the Maker Buyer SEC Documents: Reports (ithe “Buyer SEC Financial Statements”) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC applicable with respect thereto; (ii) were , have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of quarterly statements, as indicated in the notes thereto) applied on a consistent basis throughout during the periods covered involved (except as may be indicated in the notes to such thereto) and present fairly, in all material respects, the consolidated financial statements orposition of Buyer as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results absence of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyfootnotes.
Appears in 1 contract
Samples: Share Purchase Agreement (Velti PLC)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC U.S. Securities and Exchange Commission ("SEC") (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of report, registration statement and definitive proxy statement filed by Buyer with the Maker SEC Documents ("Buyer's SEC Documents") complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be), and the rules and regulations promulgated by the SEC thereunder; and (ii) none of the Maker Buyer's SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notesthe notes thereto) contained in the Maker Buyer's SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that audit adjustments, which will not, individually or in the aggregate, be material in amount), magnitude; and (iii) fairly present in all material respects the consolidated financial position of Maker and its consolidated subsidiaries Buyer as of the respective dates thereof and the consolidated results of operations operations, shareholders' equity and cash flows of Maker and its consolidated subsidiaries Buyer for the periods covered thereby. Buyer is not aware of any facts or circumstances that will necessitate a restatement of any financial statements that have been included in Buyer's SEC Documents.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder the Purchasers accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Company with the SEC since January 1between December 31, 20031998, and all amendments thereto the date of this Agreement (the "Maker SEC DocumentsDOCUMENTS"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Company for the periods covered therebythereby consistent with the books and records of the Company.
(c) Since June 30, 1999, there has not been: (i) any change in the assets, liabilities, financial condition or operations of the Company except changes in the ordinary course of business that have not been, in any case or in the aggregate, materially adverse; (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties or business of the Company; (iii) any waiver or compromise by the Company of a material debt or obligation owed to it; or (iv) any other event or condition out of character that has materially and adversely affected the Company's business or prospects.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Corvas International Inc)
SEC Filings; Financial Statements. (a) Maker Purchaser has delivered or filed with the SEC and has heretofore made available to Holder accurate the Seller true and complete copies of all each report, registration statements, proxy statements and other statements, reports, schedules, forms and other documents definitive proxy statement required to be filed by Purchaser from December 31, 1998 until the Maker with date of this Agreement under the SEC since January 1Exchange Act (collectively, 2003, and all amendments thereto (the "Maker Purchaser SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to amended, as of the date of this Notethe last such amendment, then on the date of such filing): (i) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); , and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Purchaser and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Product Acquisition Agreement (Puma Technology Inc)
SEC Filings; Financial Statements. (a) Maker Cortech has delivered or made available to Holder BioStar accurate and complete copies (excluding copies of exhibits) of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Cortech with the SEC since January 1September 30, 2003, and all amendments thereto 1993 (the "Maker CORTECH SEC DocumentsDOCUMENTS"). Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, forms and other documents required to have been filed by Maker Cortech with the SEC have been so filed by Cortech on a timely basisbasis with the exception of the 1997 Annual Meeting Proxy Statement. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Cortech SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Cortech SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Cortech SEC Documents: Documents (the "CORTECH FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries Cortech as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries Cortech for the periods covered thereby.
(c) Since September 30, 1997, Cortech and its subsidiaries have not incurred any liabilities of the type required under GAAP to be recorded on a balance sheet or in the footnotes thereto except liabilities incurred in the ordinary course of business.
Appears in 1 contract
Samples: Merger Agreement (Cortech Inc)
SEC Filings; Financial Statements. (a) Maker Investor has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all registration statementsexhibits) of the Halis Annual Report on Form 10-KSB for the fiscal year ended December 31, proxy statements 1996, and other statementsof a Prospectus dated August 22, reports1997, schedules, forms and other documents filed by the Maker Halis with the SEC since January 1, 2003, and all amendments thereto (the "Maker Halis SEC Documents"). Except To Investor's best knowledge and belief, as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): ):
(i) each of the Maker Halis SEC Documents complied in all material respects with the applicable requirements of the Securities Act federal 1933 Act, or the Exchange 1934 Act (as the case may be); and and
(ii) none of the Maker Halis SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker Halis SEC Documents: :
(i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), and magnitude; and
(iiiii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries Halis as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries Halis for the periods covered thereby.
Appears in 1 contract
Samples: Subscription and Purchase Agreement (Healthwatch Inc)
SEC Filings; Financial Statements. (a) Maker Red Brick has delivered or timely filed and made available to Holder accurate and complete copies of Engage all registration statements, proxy statements and other statements, reports, schedules, forms and other documents SEC Documents required to be filed by the Maker with the SEC Red Brick since January 1December 31, 2003, and all amendments thereto 1996 (the "Maker Red Brick SEC DocumentsReports"). Except as set forth on Schedule 14.14(a)The Red Brick SEC Reports (i) at the time filed, complied or will comply in all statements, reports, schedules, forms material respects with the applicable requirements of the Securities Laws and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of applicable Laws, and (ii) did not, at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Red Brick SEC Reports or necessary in order to make the statements thereinin such Red Brick SEC Reports, in the light of the circumstances under which they were made, not misleading.
(b) The financial statements Each of the Red Brick Financial Statements (including including, in each case, any related notes) contained in the Maker Red Brick SEC Documents: (i) Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was prepared in accordance with GAAP (except to the extent required by changes in generally accepted accounting principles applied on a consistent basis throughout the periods covered (except principles, as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present presented in all material respects the consolidated financial position of Maker and its consolidated subsidiaries Red Brick as of at the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyindicated, except that the unaudited interim financial statements were or are subject to normal and recurring year- end adjustments which were not or are not expected to be material in amount or effect.
Appears in 1 contract
Samples: Technology Purchase Agreement (Red Brick Systems Inc)
SEC Filings; Financial Statements. (a) Maker The Purchaser and, as relevant, any Purchaser Subsidiary has delivered filed or made available to Holder accurate furnished, as the case may be, all forms, reports (including, without limitation, its Annual Reports on Form 20-F, quarterly and complete copies of all registration statements, interim reports on Form 6-K and definitive proxy statements relating to meetings of shareholders) and other statementsdocuments required to be filed or furnished, reportsas the case may be, schedules, forms and other documents filed by the Maker it with the SEC United States Securities and Exchange Commission (the “SEC”) since January 1, 20032001 (collectively, and all amendments thereto (the "Maker “Purchaser SEC Documents"Reports”). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the The Purchaser SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Reports (i) each of the Maker SEC Documents complied were prepared in all material respects in accordance with either the applicable requirements of the Securities Act or the U.S. Securities Exchange Act (of 1934, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not, at the time they were filed or furnished, as the case may be, or, if amended, as of the Maker SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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.
(b) The Each of the audited and unaudited consolidated financial statements (including including, in each case, any related notesnotes thereto) contained (or incorporated by reference) in the Maker Purchaser SEC Documents: (i) Reports complied as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC applicable thereto; (ii) and were prepared in accordance with generally accepted accounting principles US GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such financial statements orthereto) and each fairly presents, in the case of unaudited statementsall material respects, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated position, results of operations and cash flows of Maker the Purchaser and its consolidated subsidiaries as at the respective dates thereof and for the respective periods covered therebyindicated therein, except as otherwise noted therein.
(c) Except as and to the extent provided for on the audited consolidated balance sheet of the Purchaser and the Purchaser Subsidiaries as at December 31, 2003, including the notes thereto, neither the Purchaser nor any Purchaser Subsidiary has any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which ought to be provided for or otherwise taken into account or disclosed in financial statements prepared in accordance with US GAAP, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2003 and except for liabilities and obligations provided for on the unaudited consolidated interim balance sheet of the Purchaser and the Purchaser Subsidiaries as at June 30, 2004 (the “Purchaser Interim Financial Statements”).
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Purchaser has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Purchaser with the SEC since between January 1, 2003, 1999 and all amendments thereto the date of this Agreement (the "Maker Purchaser SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Purchaser SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker the Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Purchaser for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder the Purchasers accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Company with the SEC since January 1between December 31, 20031998, and all amendments thereto the date of this Agreement (the "Maker SEC DocumentsDOCUMENTS"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Company for the periods covered therebythereby consistent with the books and records of the Company.
(c) Since March 31, 1999, there has not been: (i) any change in the assets, liabilities, financial condition or operations of the Company except changes in the ordinary course of business that have not been, in any case or in the aggregate, materially adverse; (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties or business of the Company; (iii) any waiver or compromise by the Company of a material debt or obligation owed to it; or (iv) any other event or condition out of character that has materially and adversely affected the Company's business or prospects.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Corvas International Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate A true and complete copies copy of all registration statementseach annual, proxy statements quarterly and other statementsreport, reportsregistration statement, schedules, forms and other documents definitive proxy statement filed by the Maker Buyer with the SEC since January 1December 31, 2003, and all amendments thereto 2000 (the "Maker BUYER SEC DocumentsREPORTS"). Except as set forth ) is available on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed the Web site maintained by Maker with the SEC have been so filed on a timely basisat http://www.sec.gov. As of the time it was filed with the SEC (ortheir rxxxxxxxxx xxxxx xx, if amended or superseded by a filing prior to amended, as of the date of this Notethe last such amendment, then on the date of such filing): Buyer SEC Reports (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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.
(b) The At their respective dates, each set of consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Buyer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles U.S. GAAP applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, Exchange Act) and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) each fairly present presents the consolidated financial position of Maker the Buyer and its consolidated subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyindicated, except that the unaudited interim financial statements were or are subject to the absence of footnotes and normal adjustments which (in addition to those noted therein) were not or are not expected to be material in amount.
Appears in 1 contract
Samples: Offer Agreement (Hewlett Packard Co)
SEC Filings; Financial Statements. (a) Maker Purchaser has filed all forms, reports and documents required to be filed by it with the SEC since 1 May 2001, and has heretofore delivered or made available to Holder accurate and complete copies of all registration statementsSeller, proxy statements and other statementsin the form filed with the SEC, reportsforms, schedules, forms reports and other documents filed by the Maker Purchaser with the SEC since January 11 May 2001, 2003other than registration statements on Form S-8 (herein collectively, and all amendments thereto (the "Maker SEC DocumentsREPORTS"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the The SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): Reports (i) each of were prepared in accordance with either the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (herein the "SECURITIES ACT"), or the Exchange Act (Act, as the case may be); , and the rules and regulations promulgated thereunder, and (ii) none did not, at the time they were filed, or, if amended, as of the Maker SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted 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. No subsidiary of the Purchaser is required to file any form, report or other document with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained included or incorporated by reference in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with generally accepted accounting principles US GAAP applied on a consistent basis throughout the periods covered indicated (except as may be indicated in the notes to such thereto) and each fairly presents, in all material respects, the consolidated financial statements orposition, results of operations and cash flows of Purchaser and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments which would not result in a Purchaser Material Adverse Effect). For the purpose of this Agreement, "PURCHASER MATERIAL ADVERSE EFFECT" means any change or effect that will notis materially adverse to the financial condition, individually results of operation, business operations or in assets of the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker Purchaser and its consolidated subsidiaries taken as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebya whole.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Premiere has delivered or timely filed and made available to Holder accurate and complete copies of TeleT all registration statements, proxy statements and other statements, reports, schedules, forms and other documents SEC Documents required to be filed by the Maker with the SEC Premiere since January 1December 31, 2003, and all amendments thereto 1995 (the "Maker Premiere SEC DocumentsReports"). Except as set forth on Schedule 14.14(a)The Premiere SEC Reports (i) at the time filed, complied or will comply in all statements, reports, schedules, forms material respects with the applicable requirements of the Securities Laws and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of applicable Laws and (ii) did not, at the time it was they were filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Premiere SEC Reports or necessary in order to make the statements thereinin such Premiere SEC Reports, in the light of the circumstances under which they were made, not misleading.
(b) The financial statements Each of the Premiere Financial Statements (including including, in each case, any related notes) contained in the Maker Premiere SEC Documents: (i) Reports complied as to form in all material respects with the applicable published rules and regulations of the SEC applicable with respect thereto; (ii) were , was prepared in accordance with GAAP (except to the extent required by changes in generally accepted accounting principles applied on a consistent basis throughout the periods covered (except principles, as may be indicated in the notes to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly presented in all material respects the consolidated financial position of Premiere and its Subsidiary as at the respective dates and the consolidated results of operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments that will not, individually which were not or in the aggregate, are not expected to be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyamount or effect.
Appears in 1 contract
Samples: Asset Purchase Agreement (Premiere Technologies Inc)
SEC Filings; Financial Statements. (a) Maker Purchaser has delivered or made available to Holder the Company accurate and complete copies of all any report, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Purchaser with the SEC since January 1June 30, 2003, and all amendments thereto 1998 (the "Maker Purchaser SEC Documents"). Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basisfiled. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (ix) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (iiy) none of the Maker Purchaser SEC Documents contained any untrue statement of a material fact or 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.
(b) . The consolidated financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (ix) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (iiy) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iiiz) fairly present present, in all material respects, the consolidated financial position position, in all material respects, of Maker Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Purchaser and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Uniphase Corp /Ca/)
SEC Filings; Financial Statements. (a) Maker Buyer has delivered or made available to Holder Seller through public data bases accurate and complete copies of Buyer's Form 10-KSB for its fiscal year ended March 31, 2000, Buyer's Form 10-QSB for its fiscal quarter September 30, 2000, all registration statements, proxy statements and other statementsrelated materials for Buyer's most recent annual meeting of stockholders, reports, schedules, forms and other documents all Forms 8-K filed by the Maker Buyer with the SEC since January 1March 31, 2003, and all amendments thereto 2000 (the "Maker Buyer SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Buyer SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Buyer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such of the financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SECQ, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker Buyer and its consolidated subsidiaries subsidiaries, if any, as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Buyer and its consolidated subsidiaries subsidiaries, if any, for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Parent has delivered or made available to Holder the Company accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Parent with the SEC since January 1December 31, 2003, and all amendments thereto 1994 (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, schedules forms and other documents required to have been filed by Maker Parent with the SEC have been so filed on a timely basisfiled. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries Parent as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.of
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Parent has delivered or filed with the SEC and heretofore made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker it and its subsidiary with the SEC since January 1between June 9, 2003, 1999 and all amendments thereto the date of this Agreement (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Ditech Corp)
SEC Filings; Financial Statements. (a) Maker Buyer has delivered or filed with the Securities and Exchange Commission (the "SEC") and has heretofore made available to Holder accurate the Sellers true and complete copies of all each report, registration statements, proxy statements and other statements, reports, schedules, forms and other documents definitive proxy statement required to be filed by Buyer from December 31, 1998 until the Maker with date of this Agreement under the SEC since January 1Exchange Act (collectively, 2003, and all amendments thereto (the "Maker Buyer SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to amended, as of the date of this Notethe last such amendment, then on the date of such filing): (i) each of the Maker Buyer SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); , and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Buyer SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker Buyer and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Buyer and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker EVS has delivered or made available to Holder accurate timely filed all required forms, reports and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1December 31, 2003, and all amendments thereto 2003 (the "Maker “EVS SEC Documents"). Except as set forth on Schedule 14.14(a”), each of which has complied in all statementsmaterial respects with all applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, each as in effect on the dates such forms, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basiswere filed. As of the time it was filed with the SEC United States Securities and Exchange Commission (the “SEC”) (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker EVS SEC Documents Documents, including, any financial statements or schedules included or incorporated by reference therein, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker EVS SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker EVS SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker EVS and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker EVS and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Asset and Share Purchase Agreement (Elbit Vision Systems LTD)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all All registration statements, proxy statements and other statements, reports, schedules, forms (including exhibits thereto) and other documents filed by the Maker Company with the SEC since January 1, 2003, and all amendments thereto 1999 (the "Maker “Company SEC Documents")”) have been made available to Parent. Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, forms forms, exhibits and other documents required to have been filed by Maker the Company with the SEC since January 1, 1999 have been so filed on a timely basisfiled. As of the time it was filed with the SEC their respective dates (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such amendment or superseding filing): (i) each of the Maker Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Company SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes, if any) contained in the Maker Company SEC Documents: Documents (the “Company Financial Statements”): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain have contained footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.were subject
Appears in 1 contract
Samples: Merger Agreement (Safenet Inc)
SEC Filings; Financial Statements. (a) Maker Purchaser has delivered or made available to Holder Seller accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Purchaser with the SEC since January 1between September 22, 2003, 1997 and all amendments thereto the date of this Agreement (the "Maker Purchaser SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Purchaser SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared from the books and records of Purchaser in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that audit adjustments, none of which Purchaser believes will not, individually or in the aggregate, be material in amount), material; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries Purchaser as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries Purchaser for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder Parent accurate and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Company with the SEC since January 1July 23, 2003, and all amendments thereto 1996 (the "Maker Company SEC Documents"), including the Company's registration statement on Form S-1 filed with the SEC on July 23, 1996 (and all amendments thereto). Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, forms and other documents required to have been filed by Maker the Company with the SEC have been so filed on a timely basisfiled. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Company SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker the Company and its consolidated subsidiaries for the periods covered thereby.
(c) The Company has delivered to Parent an unaudited consolidated balance sheet of the Company and its subsidiaries as of September 30, 1997 (the "Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of operations, statement of stockholders' equity and statement of cash flows of the Company and its subsidiaries for the nine months then ended. The financial statements referred to in this Section 2.4(c): (i) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with the basis on which the financial statements referred to in Section 2.4(b) were prepared (except that such financial statements do not contain footnotes and are subject to normal and recurring year-end adjustments which will not, individually or in the aggregate, be material in amount), and (ii) fairly present the consolidated financial position of the Company and its subsidiaries as of September 30, 1997 and the consolidated results of operations and cash flows of the Company and its subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker CHE has delivered or made available filed all forms, reports and documents required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker with the SEC since January 1December 31, 20032000, including, without limitation, (i) its Annual Reports on Form 10-K and all quarterly reports on Form 10-Q, (ii) all proxy statements relating to CHE's meetings of stockholders (whether annual or special), (iii) all other reports or registration statements filed by CHE with the SEC since December 31, 2000, and (iv) all amendments thereto and supplements to all such reports and registration statements filed by CHE with the SEC since December 31, 2000 (collectively, the "Maker CHE SEC DocumentsReports"). Except as set forth on Schedule 14.14(a), CHE SEC Reports (i) were prepared in all statements, reports, schedules, forms and other documents required to have been filed by Maker material respects in accordance with the SEC have been so filed on a timely basis. As requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained contain any untrue statement of a material fact or omitted 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. None of CHE's Subsidiaries is required to file any forms, reports or other documents with the SEC or any national securities exchange or quotation service.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes and schedules thereto) contained in the Maker CHE SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with U.S. generally accepted accounting principles principles) ("GAAP") applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, thereto and as permitted by Form 10-Q in the case of the SEC, and except that the interim unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountstatements), and (iii) each fairly present presents in all material respects the consolidated financial position of Maker CHE and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyindicated.
(c) Section 3.1.5(c) of the Seller's Disclosure Schedule contains the unaudited consolidated balance sheet of CHE as of April 1, 2002 (the "Latest Balance Sheet") and the related unaudited statement of operations, and cash flows for the period then ended. The Latest Balance Sheet and the related financial statements have been prepared from the books and records of CHE in accordance with GAAP and fairly in all material respects present the financial condition and results of operations of CHE and its Subsidiaries as of the date and for the period indicated.
Appears in 1 contract
Samples: Asset Purchase Agreement (Chart House Enterprises Inc)
SEC Filings; Financial Statements. (a) Maker Centra has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Centra with the SEC since January 1United Stated Securities and Exchange Commission ("SEC") between February 2, 2003, 2000 and all amendments thereto the date of this Agreement (the "Maker Centra SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Centra 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 of 1934, as amended (the "Exchange Act"), as the case may be); and (ii) none of the Maker Centra SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Centra SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements thereto or, in the case of unaudited interim financial statements, as may be permitted by Form 10-Q of the SECapplicable SEC regulations, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that will not(which are not reasonably expected to be, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker Centra and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Centra and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Corvas has delivered or made available to Holder VGI accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Corvas with the SEC since January 1, 2003between _________________ [date that is one year prior to the date of execution], and all amendments thereto the date of this Agreement (the "Maker Corvas SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Corvas SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Corvas SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Corvas SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Corvas and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Corvas and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder Parent accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker Company with the SEC since January July 1, 20031999, and all amendments thereto (the "Maker Company SEC Documents"), as well as the Unaudited Interim Financial Statements. Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to The Company SEC Documents have been filed by Maker the Company with the SEC have been so filed on a timely basis. None of the Company's Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Company SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker Company SEC Documents: Documents (at the time they were filed with the SEC or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) and the Unaudited Interim Financial Statements (as of the date of this Agreement): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable theretothereto (other than the Unaudited Interim Financial Statements); (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker the Company and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Global Sports Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available Fishxx xxxl deliver to Holder the Companies, within five (5) days hereof, accurate and complete copies (excluding copies of all exhibits) of each report, registration statementsstatement, (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker with Fishxx xxxh the SEC since between January 1, 2003, 1992 and all amendments thereto the date of this Agreement (the "Maker SEC Fishxx XXX Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Fishxx XXX Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Fishxx XXX Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker SEC Fishxx XXX Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable theretothereof; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.financial
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Purchaser has delivered or made available to Holder the Company and the Members accurate and complete copies (excluding copies of all registration statements, exhibits) of each report and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Purchaser with the SEC Securities and Exchange Commission under the Exchange Act since January 1, 2003, and all amendments thereto 2007 (the "Maker “Purchaser SEC Documents"”). Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, forms and other documents required to have been filed by Maker Purchaser with the SEC Securities and Exchange Commission under the Exchange Act since January 1, 2007 have been so filed on a timely basis. As of the time it was filed with the SEC Securities and Exchange Commission (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Purchaser SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Act; and (ii) none of the Maker Purchaser SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC Securities and Exchange Commission applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SECSecurities and Exchange Commission, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present the consolidated financial position of Maker Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Purchaser and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Navigant Consulting Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statementsSince June 30, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a)1996, all statements, reports, schedules, forms and other documents required to have been filed by Maker the Company with the SEC have been so filed on a timely basisfiled. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): ) and except as set forth in Part 2.4 of the Company Disclosure Schedule; (i) each of the Maker Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact 17 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.
(b) The financial statements (including any related notes) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Company for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end EXECUTION COPY adjustments that will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Loan Agreement, Security Agreement and Convertible Promissory Note (Northwest Biotherapeutics Inc)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available filed all forms, reports and documents required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed by the Maker with the SEC since January 1December 31, 20031995 (collectively, and all amendments thereto (the "Maker Company SEC DocumentsReports"). Except as set forth on Schedule 14.14(a)disclosed in Section 2.07 of the Company Disclosure Schedule, the Company SEC Reports (i) were prepared in all statements, reports, schedules, forms and other documents required to have been filed by Maker material respects in accordance with the SEC have been so filed on a timely basis. As requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time it was they were filed with the SEC (or, or if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained contain any untrue statement of a material fact or omitted 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. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Reports was prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered involved (except as may be indicated in the notes to such financial statements or, thereto or in the case of unaudited statementsCompany SEC Reports), as permitted by Form 10-Q and each fairly presents in all material respects the consolidated financial position of the SECCompany and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, and except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments that will not, individually which were not or in the aggregate, are not expected to be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Amp Inc)
SEC Filings; Financial Statements. (a) Maker The Company has delivered or made available to Holder Parent accurate and complete copies (excluding copies of exhibits) of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents filed by the Company with the SEC between July 14, 1994 and the date of this Agreement and will deliver to Parent accurate and complete copies of all such registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed after the date of this Agreement and prior to the Effective Time (collectively, the "COMPANY SEC DOCUMENTS"), which are all of the forms, reports and documents required to be filed by the Maker Company with the SEC since January 1July 14, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis1994. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Notelater filing, then on the date of such filing): (i) each of the Maker Company SEC Documents filed with the SEC complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)) as of the date of such filing and any Company SEC Documents filed after the date hereof will so comply; and (ii) none of the Maker Company SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker Company SEC Documents: Documents filed with the SEC (the "COMPANY FINANCIAL STATEMENTS"): (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-year end adjustments that which will not, individually or in the aggregate, be material in amount), and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Maker the Company and its consolidated subsidiaries for the periods covered thereby. All adjustments (consisting of recurring accruals) considered necessary for a fair presentation of the financial statements have been included. The audited balance sheet of the Company included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 is sometimes referred to herein as the "COMPANY BALANCE SHEET" and the unaudited balance sheet of the Company as of June 30, 1998 included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 is sometimes referred to herein as the "COMPANY UNAUDITED INTERIM BALANCE SHEET."
Appears in 1 contract
Samples: Merger Agreement (Megabios Corp)
SEC Filings; Financial Statements. (a) Maker Parent has filed with the SEC and has delivered or made available to Holder Company (including through the SEC XXXXX system) accurate and complete copies (excluding copies of exhibits) of all documents, including each report, registration statements, statement and definitive proxy statements and other statements, reports, schedules, forms and other documents statement required to be filed by the Maker Parent with the SEC since January 1September 30, 2003, and all amendments thereto 1999 (the "Maker PARENT SEC DocumentsDOCUMENTS"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act UNITED STATES 1933 ACT or the Exchange Act UNITED STATES 1934 ACT (as the case may be); and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountaudit adjustments), ; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries Subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker The Purchaser has delivered or made available to Holder the Company accurate and complete copies of all each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Purchaser with the SEC since January 1between October 17, 2003, 1996 and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on Agreement (the date "PURCHASER SEC DOCUMENTS"). Each of such filing): the Purchaser SEC Documents (i) each of the Maker SEC Documents complied complies in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of when read together as a whole and as updated by subsequent reports or filings made prior to the Maker SEC Documents contained Closing Date, which have been made available to the Selling Shareholders, does not contain any untrue statement of a material fact or omitted 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Purchaser SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Purchaser and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Parent has delivered or filed with the Securities and Exchange Commission (the "SEC") and has heretofore made available to Holder accurate the Company true and complete copies of all each report, registration statements, proxy statements and other statements, reports, schedules, forms and other documents definitive proxy statement required to be filed by Parent from June 30, 1999 until the Maker with date of this Agreement under the SEC since January 1Exchange Act (collectively, 2003, and all amendments thereto (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (their respective dates or, if amended or superseded by a filing prior to amended, as of the date of this Notethe last such amendment, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); , and (ii) none of the Maker SEC Documents contained did not contain any untrue statement of a material fact or omitted 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Packeteer Inc)
SEC Filings; Financial Statements. (a) Maker Since April 1, 2005, ON has delivered or made available to Holder accurate and complete copies of timely filed all registration statements, proxy statements statements, and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1forms, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been be filed by Maker it with the SEC have been so filed on a timely basis(the “ON SEC Documents”). None of ON’s Subsidiaries is required to file any documents with the SEC. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteSigning Date, then on the date of such filing): (i) each of the Maker ON SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker ON SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker ON SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly present the consolidated financial position of Maker ON and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker ON and its consolidated subsidiaries for the periods covered thereby.
(c) The Purchaser financial statements (including any related notes) contained in the ON SEC Documents: (i) were prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments); and (ii) fairly present in all material respects the consolidated financial position of Purchaser as of the respective dates thereof and the consolidated results of operations and cash flows of Purchaser and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker Parent has delivered or made available to Holder the Company, including through the SEC EDGAX xxxtem, accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Parent with the SEC since between January 1, 2003, 1999 and all amendments thereto the date of this Agreement (the "Maker Parent SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker Parent SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Parent SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker Parent and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Merger Agreement (Messagemedia Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate All forms, documents and complete copies of reports, together with all registration statementsexhibits, proxy financial statements and other statements, reports, schedules, forms and other documents schedules filed by the Maker with the SEC since January 1, 2003or furnished therewith, and all amendments thereto information, documents and agreements incorporated in any such form, document or report (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(abut not including any document incorporated by reference into an exhibit), all statementsexcluding the Joint Proxy Statement, reports, schedules, forms and other documents required to have been filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) by Maker with East or any of the East Subsidiaries since January 1, 2019 (the “East SEC Documents”) have been so timely filed on a timely basisor furnished, as the case may be. As of the time it was filed with the SEC their respective dates (or, if amended amended, supplemented or superseded by a filing prior to the date of this NoteAgreement, then on the date of such amendment, supplement or superseding filing): (i) each of the Maker East SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or the Exchange Act (as the case may be); , and the requirements of Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and (ii) none of the Maker East SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes, if any) contained in the Maker East SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes have contained notes and are were subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly present presented in all material respects the consolidated financial position of Maker East and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker East and its consolidated subsidiaries Subsidiaries for the periods covered thereby. For purposes of this Agreement, “East Balance Sheet” means that audited consolidated balance sheet (and notes thereto) of East and its consolidated Subsidiaries as of December 31, 2019 (the “East Balance Sheet Date”) set forth in East’s Annual Report on Form 10-K filed with the SEC on February 28, 2020.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all All statements, reports, schedules, forms and other documents required to have been filed by Maker BEA with the SEC have been so filed on a timely basisfiled. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents such documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents such documents contained any untrue statement of a material fact or 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.
(b) . The consolidated financial statements (including any related notes) contained in the Maker SEC Documentssuch documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orand, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring reoccurring year-end audit adjustments that which will not, individually or in the aggregate, be material in amount), ; and (iii) fairly present present, in all material respects, the consolidated financial position position, in all material respect of Maker BEA and its consolidated subsidiaries as of the respective dates thereof hereof and the consolidated results of operations and cash flows of Maker BEA and its consolidated subsidiaries for the periods covered thereby. To the knowledge of senior management of BEA, no material adverse change in BEA's business or financial condition, taken as a whole, has occurred since its most recently filed Form 10- Q, except (i) as disclosed in any document referred to above filed or amended after the date of such Form 10-Q, (ii) as disclosed to Vendor's Representative, or (iii) for any changes in the economy in general (or in the overall industry in which BEA operates) or in any stock market or trading system (including, without limitation, any change in the value of any trading indices with respect thereto).
Appears in 1 contract
Samples: Agreement for the Purchase of All the Shares (Bea Systems Inc)
SEC Filings; Financial Statements. (aA) Maker ADAC has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker ADAC with the SEC since between January 1, 2003, 1996 and all amendments thereto the date of this Agreement (the "Maker ADAC SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker ADAC SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker ADAC SEC Documents contained any untrue statement of a material fact or 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.
(bB) The consolidated financial statements (including any related notes) contained in the Maker ADAC SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iii) fairly present the consolidated financial position of Maker ADAC and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Maker ADAC and its consolidated subsidiaries for the periods covered thereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adac Laboratories)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate The consolidated financial statements contained in each report, registration statement and complete copies of all registration statements, definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Company with the SEC since January 1, 2003, Securities and all amendments thereto Exchange Commission (the "Maker “SEC,” and the documents, the “Company SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing”): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The financial statements (including any related notes) contained in the Maker SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable theretothereto and were timely filed; (ii) the information contained therein as of the respective dates thereof did not contain an 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, in light of the circumstances under which they were made, not misleading; (iii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (“GAAP”), except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount), audit adjustments; and (iiiiv) fairly present the consolidated financial position of Maker the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows and the changes in stockholders’ equity of Maker the Company and its consolidated subsidiaries for the periods covered thereby. Except as set forth in the financial statements included in the Company SEC Documents, neither the Company nor its subsidiaries has any liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2017, and liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements. Such liabilities incurred subsequent to September 30, 2017, are not, in the aggregate, material to the financial condition or operating results of the Company and its subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sun BioPharma, Inc.)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all All registration statements, proxy statements prospectuses, forms, reports and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been be filed by Maker it under the Securities Act or the Exchange Act, as the case may be, of MGPE (collectively, the "MGPE SEC Filings")
(1) as of their respective dates were prepared in accordance with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Note, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (Act, as the case may be); , and (ii2) none of did not at the Maker SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted 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.
(b) The Each of the consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker MGPE SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were Filings was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements orthereto and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of under the SECExchange Act) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and except that each presented fairly the financial position of MGPE as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited financial statements may not contain footnotes and are subject statements, to normal and recurring year-end adjustments that will which did not and would not, individually or in the aggregate, reasonably be material in amountexpected to have a MGPE Material Adverse Effect). The books and records of MGPE have been, and (iii) fairly present the consolidated financial position of Maker are being, maintained in accordance with GAAP and its consolidated subsidiaries as of the respective dates thereof any other applicable legal and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries for the periods covered therebyaccounting requirements.
Appears in 1 contract
Samples: Merger Agreement (Mangapets, Inc.)
SEC Filings; Financial Statements. (a) Maker has delivered Each report, schedule, registration statement and definitive proxy statement filed or made available furnished by Company with the Securities and Exchange Commission ("SEC") since October 5, 2001, or required to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents be filed or furnished by the Maker Company with the SEC since January 1October 5, 2003, and all amendments thereto 2001 (the "Maker COMPANY SEC DocumentsREPORTS"), is either (i) available on EDGAR or (ii) has been provided to Parent. Except The Company SEC Reports (i) xxxplied in all material respects as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker of their respective dates with the SEC have been so filed on a timely basis. As requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not at the time it was they were filed with the SEC (or, and if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the Maker SEC Documents contained contain any untrue statement of a material fact or omitted 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. None of Company's subsidiaries is required to file any reports or other documents with the SEC.
(b) The Each of the (i) consolidated financial statements (including including, in each case, any related notesnotes thereto) contained in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules Reports and regulations of the SEC applicable thereto; (ii) were unaudited consolidated balance sheet of Company as of December 31, 2003 (the "BALANCE SHEET DATE"), and the related unaudited consolidated statement of income, cash flow and stockholders' equity for the period then ended, was prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered involved (except (A) as may be indicated in the notes to such financial statements or, thereto or (B) in the case of unaudited financial statements, as may be permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act), and each fairly presented, in all material respects, the consolidated financial position of Company and its consolidated subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain footnotes and were or are subject to normal and recurring year-end adjustments that were not and will not, individually not be material in amount or significance in any individual case or in the aggregate.
(c) Company has previously furnished to Parent a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be material filed, to agreements, documents or other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act.
(d) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC since July 31, 2002 was accompanied by the certifications required to be filed or submitted by Company's Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002 (the "SARBANES-OXLEY ACT") and, at the timx xx xxxxxx xx submission of each xxxx xxxxxxxxation, such certification was true and accurate and complied with the Sarbanes-Oxley Act and the rules and regulations promulgated thereundxx.
(e) Company and each of its subsidiaries has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in amount)providing assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Company and its subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Company and its subsidiaries are being made only in accordance with appropriate authorizations of management and the Board of Directors of Company and (iii) fairly present provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the consolidated financial position assets of Maker Company and its consolidated subsidiaries. Neither Company or any of its subsidiaries as (including any current or former employee, consultant or director of Company or any of Company's subsidiaries) nor Company's independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Company or any of its subsidiaries, (ii) any fraud, whether or not material, that involves Company's management or other current or former employees, consultants directors of Company or any of Company's subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by Company or its subsidiaries, or (iii) any claim or allegation regarding any of the foregoing.
(f) Since October 30, 1997, neither Company nor any of its subsidiaries nor, to Company's knowledge, any director, officer, employee, auditor, accountant or representative of Company or any of its subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of Company or any of its subsidiaries or their respective dates internal accounting controls or any material inaccuracy in Company's financial statements. No attorney representing Company or any of its subsidiaries, whether or not employed by Company or any of its subsidiaries, has reported to the Board of Directors of Company or any committee thereof and the consolidated results or to any director or officer of operations and cash flows Company evidence of Maker and a material violation of securities laws, breach of fiduciary duty or similar violation by Company or any of its consolidated subsidiaries for the periods covered therebyofficers, directors, employees or agents.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Juniper Networks Inc)
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, All reports, schedules, forms forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by the Maker with Company with, or that were otherwise furnished by the Company to, the SEC since January 1, 2003, and all amendments thereto 2018 (the "Maker “Company SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to ”) have been filed by Maker with or furnished to the SEC have been so filed on a timely basis. As of the time it was filed with or furnished to the SEC (or, if amended or superseded by a filing prior to the date of this Notehereof, then on the date of such filing): (i) each of the Maker Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, the Sxxxxxxx-Xxxxx Act and NYSE (as the case may be); and (ii) none of the Maker Company SEC Documents contained when filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) any untrue statement of a material fact or omitted omitted, as the case may be, to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of the Company is, or at any time has been, required to file any reports, schedules, forms, statements or other documents with the SEC or similar foreign Governmental Entity.
(b) The financial statements (including any related notes) contained or incorporated by reference in the Maker Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q of Q, Form 8-K or any successor form under the SECExchange Act, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amountadjustments), ; and (iii) fairly present present, in all material respects, the consolidated financial position of Maker and its consolidated subsidiaries the Company as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries the Company for the periods covered thereby. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company. The books and records of the Acquired Companies have been, and are being, maintained in all material respects in accordance with GAAP.
(c) The Acquired Companies have established and maintain disclosure controls and procedures and internal control over financial reporting (as such terms are defined in Rule 13a-15 under the 1000 Xxx) as required by Rule 13a-15 under the 1934 Act. Such disclosure controls and procedures are designed to ensure that all material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act.
(d) The Acquired Companies have established and maintain a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1000 Xxx) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a role in internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2018.
(e) The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NYSE.
(f) None of the Acquired Companies has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(c) of Regulation S-K under the Exchange Act) where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Acquired Companies in its published financial statements or other Company SEC Documents.
(g) There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. The Company has made available to Parent true and complete copies of all material correspondence between the SEC and any Acquired Company since January 1, 2018.
(h) Except as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the enactment of the Sxxxxxxx-Xxxxx Act, none of the Acquired Companies has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Sxxxxxxx-Xxxxx Act) or prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. There are no Contracts between any Acquired Company, on the one hand, and any other Person (other than an Acquired Company), on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K that are not appropriately disclosed in the Company SEC Documents. Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and NYSE, and the statements contained in any such certifications are complete and correct as of their respective dates.
(i) None of the Acquired Companies has any Liabilities except for: (i) Liabilities disclosed in the financial statements (including any related notes) contained in the Company SEC Documents; (ii) Liabilities to perform under Contracts entered into by the Acquired Companies and made available to Parent; (iii) Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole; and (iv) Liabilities and obligations incurred in connection with the Transactions.
Appears in 1 contract
Samples: Merger Agreement (Leaf Group Ltd.)
SEC Filings; Financial Statements. (a) Maker Transcend has delivered or made available to Holder the Company accurate and complete copies (excluding copies of all exhibits) of each report, registration statements, statement (on a form other than Form S-8) and definitive proxy statements and other statements, reports, schedules, forms and other documents statement filed by the Maker Transcend with the SEC since United States Securities and Exchange Commission ("SEC") between --- January 1, 20031996, and all amendments thereto the date of this Agreement (the "Maker TRANSCEND SEC DocumentsDOCUMENTS"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. ----------------------- As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): (i) each of the Maker Transcend SEC Documents complied in all material respects with the applicable requirements of the Securities Act of 1933 or the Exchange Act of 1934 (as the case may be); and (ii) none of the Maker Transcend SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker Transcend SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker and its consolidated subsidiaries Transcend as of the respective dates thereof and the consolidated results of operations and cash flows of Maker and its consolidated subsidiaries Transcend for the periods covered thereby.
(c) Except as otherwise disclosed in the Transcend SEC documents or in Schedule 3.4 attached hereto, since March 31, 1997, there has been no material adverse change in the assets or liabilities, business, results of operations, condition or prospects of Transcend.
Appears in 1 contract
SEC Filings; Financial Statements. (a) Maker has delivered or made available to Holder accurate and complete copies of all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed by the Maker with the SEC since January 1, 2003, and all amendments thereto (the "Maker SEC Documents"). Except as set forth on Schedule 14.14(a), all statements, reports, schedules, forms and other documents required to have been filed by Maker with the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this NoteAgreement, then on the date of such filing): ), each report, registration statement (ion a form other than Form S- 8) and definitive proxy statement filed by WHI with the Securities and Exchange Commission ("SEC") each between January 1, 1996 and the date of this Agreement (the Maker "WHI SEC Documents Documents") complied in all material respects with the applicable requirements of the Securities Act of 1933 or the Exchange Act (of 1934 as the case may be); and (ii) none of the Maker SEC Documents contained any untrue statement of a material fact or 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.
(b) The consolidated financial statements (including any related notes) contained in the Maker WHI SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC applicable thereto; (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered (covered, except as may be indicated in the notes to such financial statements or, statement and (in the case of unaudited statements, ) as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end audit adjustments that (which will not, individually or in the aggregate, be material in amountmagnitude), ; and (iii) fairly present the consolidated financial position of Maker WHI and its consolidated subsidiaries as of for the respective dates thereof and the consolidated results of operations and cash flows of Maker WHI and its consolidated subsidiaries for the periods covered thereby. INDUCEMENT AGREEMENT This Inducement Agreement is made this 30th day of March, 1998 (the "AGREEMENT") by and among Whittman-Hart, Inc., a Delaware corporation (the "WHI"), QCC, Inc., x Xxxxxxxxxxxts corporation ("QCC") and Edward J. Quinn and Alphonse M. Lucchese, Jr., the shareholders of QXX ("XXXXXXXXXXRS").
Appears in 1 contract
