SEC Filings; Information Provided. (a) Each of the S-4 Registration Statement, S-4 Amendment, Prospectus (each as defined below and including any amendments or supplements thereto) and any other document filed by Holdings with the SEC prior to the Closing (including any amendments or supplements thereto) complies, or shall comply at the time that such document is filed, in all material respects with the Securities Act and Exchange Act, as the case may be, and all applicable rules and regulations promulgated thereunder. (b) Since July 25, 2011, Holdings has filed all statements, registration statements, forms and other documents required to be filed with the SEC (the “Holdings SEC Documents,” which term shall not include the S-4 Registration Statement, S-4 Amendment, Prospectus or any amendments or supplements thereto). As of their respective dates, and giving effect to any amendments thereto, (i) the Holdings SEC Documents comply in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) none of the Holdings SEC Documents (A) contain, or shall contain on the date on which such document is filed with the SEC, any statement which at such time and in light of the circumstances under which such statement is made, is false and misleading with respect to any material fact, or (B) omit, or shall omit on the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading. (c) None of the S-4 Registration Statement, S-4 Amendment, Prospectus (including any amendments or supplements thereto) or any other document filed by Holdings with the SEC prior to the Closing (including any amendments or supplements thereto) (i) contain, or shall contain on the date on which such document is filed with the SEC, which at such time and in light of the circumstances under which such statement is made, is false and misleading with respect to any material fact, (ii) omit, or shall omit on the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading or (iii) with respect to the Prospectus, omit to state any material fact required to be stated therein or necessary to correct any statement in an earlier communication with respect to the solicitation of proxies for the Impel Stockholder Vote, which has become false or misleading; provided, however, the foregoing representations and warranties shall not be breached to the extent, and only to the extent, that such representations and warranties are inaccurate due to Holdings’s reliance upon written information furnished to Holdings by Impel, MCNT, UANT or Ventures expressly for use in connection with such S-4 Registration Statement, S-4 Amendment, Prospectus (including any amendments or supplements thereto) or any other document filed by Holdings with the SEC prior to the Closing.
Appears in 1 contract
SEC Filings; Information Provided. (a) Each of the S-4 Registration Statement, S-4 Amendment, Prospectus (each as defined below and including any amendments or supplements thereto) and any other document filed by Holdings with the SEC prior to the Closing (including any amendments or supplements thereto) complies, or shall comply at the time that such document is filed, in all material respects with the Securities Act and Exchange Act, as the case may be, and all applicable rules and regulations promulgated thereunder.
(b) Since July 25, 2011, Holdings has filed all statements, registration statements, forms and other documents required to be filed with the SEC (the “Holdings SEC Documents,” which term shall not include the S-4 Registration Statement, S-4 Amendment, Prospectus or any amendments or supplements thereto). As of their respective dates, and giving effect to any amendments thereto, (i) the Holdings SEC Documents comply in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) none of the Holdings SEC Documents (A) contain, or shall contain on the date on which such document is filed with the SEC, any statement which at such time and in light of the circumstances under which such statement is made, is false and misleading with respect to any material fact, or (Bii) omit, or shall omit on the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading.
(c) None of the S-4 Registration Statement, S-4 Amendment, Prospectus (including any amendments or supplements thereto) or any other document filed by Holdings with the SEC prior to the Closing (including any amendments or supplements thereto) (i) contain, or shall contain on the date on which such document is filed with the SEC, which at such time and in light of the circumstances under which such statement is made, is false and misleading with respect to any material fact, (ii) omit, or shall omit on the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading or (iii) with respect to the Prospectus, omit to state any material fact required to be stated therein or necessary to correct any statement in an earlier communication with respect to the solicitation of proxies for the Impel MCNT Stockholder Vote, which has become false or misleading; provided, however, the foregoing representations and warranties shall not be breached to the extent, and only to the extent, that such representations and warranties are inaccurate due to Holdings’s reliance upon written information furnished to Holdings by Impel, MCNT, UANT or Ventures expressly for use in connection with such S-4 Registration Statement, S-4 Amendment, Prospectus (including any amendments or supplements thereto) or any other document filed by Holdings with the SEC prior to the Closing.
Appears in 1 contract
SEC Filings; Information Provided. (a) Each of the S-4 Registration Statement, S-4 Amendment, Prospectus (each as defined below and including any amendments or supplements thereto) and any other document filed by Holdings with the SEC prior to the Closing (including any amendments or supplements thereto) complies, or shall comply at the time that such document is filed, in all material respects with the Securities Act and Exchange Act, as the case may be, and all applicable rules and regulations promulgated thereunder.
(b) Since July 25, 2011, Holdings The Company has filed all statements, registration statements, forms forms, reports and other documents required to be filed by the Company with the SEC by applicable Law or contractual agreement since January 1, 2003. All such registration statements, forms, reports and other documents (including those that the Company may file after the date hereof until the Closing) are referred to herein as the “Holdings Company SEC Documents,Reports.” which term shall not include the S-4 Registration Statement, S-4 Amendment, Prospectus or any amendments or supplements thereto). As of their respective dates, and giving effect to any amendments thereto, The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the Holdings SEC Documents time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the Regulations of the SEC thereunder applicable rules and regulations promulgated thereunder to such Company SEC Reports, and (iiiii) none did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the Holdings circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.
(b) The certificates of the Chief Executive Officer and Chief Financial Officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Act or 18 U.S.C. §1350 (Section 906 of SOX) with respect to the Company SEC Documents Reports, as applicable, were true and correct in all material respects as of their respective dates.
(Ac) containNone of the information supplied by or on behalf of the Selling Companies for inclusion or incorporation by reference in the Section 262 Notice to be sent to the Stockholders or in the registration statement on Form S-3 to be filed with the SEC in connection with the Parent Common Stock (the “Registration Statement”) will, or shall contain on the date the Section 262 Notice is first mailed to the Stockholders, or on which such document the date the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any statement which which, at such time and in light of the circumstances under which such statement is it shall be made, is false and or misleading with respect to any material fact, or (B) omit, or shall omit on the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein in the Section 262 Notice or the Registration Statement not false or misleading.
(c) None of the S-4 Registration Statement, S-4 Amendment, Prospectus (including . If at any amendments or supplements thereto) or any other document filed by Holdings with the SEC time prior to the Closing (including First Effective Time, any amendments fact or supplements thereto) (i) contain, event relating to the Selling Companies or shall contain on any of its Affiliates which should be set forth in a supplement to the date on which such document is filed with Section 262 Notice or the SEC, which at such time and in light Registration Statement should be discovered by any of the circumstances under which Selling Companies or should occur, the Selling Companies shall, promptly after becoming aware thereof, inform Parent and Merger Subs of such statement fact or event. Notwithstanding the foregoing, no representation is made, is false and misleading with respect to any material fact, (ii) omit, or shall omit on made by the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading or (iii) Selling Companies with respect to the Prospectusinformation that has been or will be supplied by Parent, omit to state any material fact required to be stated therein Merger Subs or necessary to correct any statement their respective auditors, attorneys, financial advisors or other consultants or advisers for inclusion in an earlier communication with respect to the solicitation of proxies for Section 262 Notice or the Impel Stockholder Vote, which has become false or misleading; provided, however, the foregoing representations and warranties shall not be breached to the extent, and only to the extent, that such representations and warranties are inaccurate due to Holdings’s reliance upon written information furnished to Holdings by Impel, MCNT, UANT or Ventures expressly for use in connection with such S-4 Registration Statement, S-4 Amendment, Prospectus (including any amendments or supplements thereto) or any other document filed by Holdings with the SEC prior to the Closing.
Appears in 1 contract
Samples: Merger Agreement (Ansys Inc)
SEC Filings; Information Provided. (a) Each of the S-4 Registration Statement, S-4 Amendment, Prospectus (each as defined below and including any amendments or supplements thereto) and any other document filed by Holdings with the SEC prior to the Closing (including any amendments or supplements thereto) complies, or shall comply at the time that such document is filed, in all material respects with the Securities Act and Exchange Act, as the case may be, and all applicable rules and regulations promulgated thereunder.
(b) Since July 25, 2011, Holdings The Company has filed all statements, registration statements, forms forms, reports and other documents required to be filed by the Company with the SEC by applicable Law or contractual agreement since January 1, 2003. All such registration statements, forms, reports and other documents (including those that the “Holdings Company may file after the date hereof until the Closing) are referred to herein as the "Company SEC Documents,” which term shall not include the S-4 Registration Statement, S-4 Amendment, Prospectus or any amendments or supplements thereto). As of their respective dates, and giving effect to any amendments thereto, Reports." The Company SEC Reports (i) were or will be filed on a timely basis, (ii) at the Holdings SEC Documents time filed, complied, or will comply when filed, as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the Regulations of the SEC thereunder applicable rules and regulations promulgated thereunder to such Company SEC Reports, and (iiiii) none did not or will not at the time they were or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in the light of the Holdings circumstances under which they were made, not misleading. No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.
(b) The certificates of the Chief Executive Officer and Chief Financial Officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Act or 18 U.S.C. Section 1350 (Section 906 of SOX) with respect to the Company SEC Documents Reports, as applicable, were true and correct in all material respects as of their respective dates.
(Ac) containNone of the information supplied by or on behalf of the Selling Companies for inclusion or incorporation by reference in the Section 262 Notice to be sent to the Stockholders or in the registration statement on Form S-3 to be filed with the SEC in connection with the Parent Common Stock (the "Registration Statement") will, or shall contain on the date the Section 262 Notice is first mailed to the Stockholders, or on which such document the date the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any statement which which, at such time and in light of the circumstances under which such statement is it shall be made, is false and or misleading with respect to any material fact, or (B) omit, or shall omit on the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein in the Section 262 Notice or the Registration Statement not false or misleading.
(c) None of the S-4 Registration Statement, S-4 Amendment, Prospectus (including . If at any amendments or supplements thereto) or any other document filed by Holdings with the SEC time prior to the Closing (including First Effective Time, any amendments fact or supplements thereto) (i) contain, event relating to the Selling Companies or shall contain on any of its Affiliates which should be set forth in a supplement to the date on which such document is filed with Section 262 Notice or the SEC, which at such time and in light Registration Statement should be discovered by any of the circumstances under which Selling Companies or should occur, the Selling Companies shall, promptly after becoming aware thereof, inform Parent and Merger Subs of such statement fact or event. Notwithstanding the foregoing, no representation is made, is false and misleading with respect to any material fact, (ii) omit, or shall omit on made by the date on which such document is filed with the SEC, to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading or (iii) Selling Companies with respect to the Prospectusinformation that has been or will be supplied by Parent, omit to state any material fact required to be stated therein Merger Subs or necessary to correct any statement their respective auditors, attorneys, financial advisors or other consultants or advisers for inclusion in an earlier communication with respect to the solicitation of proxies for Section 262 Notice or the Impel Stockholder Vote, which has become false or misleading; provided, however, the foregoing representations and warranties shall not be breached to the extent, and only to the extent, that such representations and warranties are inaccurate due to Holdings’s reliance upon written information furnished to Holdings by Impel, MCNT, UANT or Ventures expressly for use in connection with such S-4 Registration Statement, S-4 Amendment, Prospectus (including any amendments or supplements thereto) or any other document filed by Holdings with the SEC prior to the Closing.
Appears in 1 contract
