SEC Filings; Securities Commissions Clause Samples

SEC Filings; Securities Commissions. (a) Since January 1, 2019, the Company has, in all material respects, filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (the “Company SEC Documents”), each of which, in each case as of its date, or, if amended, as finally amended prior to the date of this Agreement, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, except as addressed through resolved comments of the staff of the SEC prior to the date hereof, and none of the Company SEC Documents as of the date it was filed, or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state any 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. (b) The Company has delivered to Purchaser copies of all material written correspondence sent to or received from the SEC by the Company or any Company Subsidiary or their respective counsel or accountants since January 1, 2019. As of the date hereof, there are no outstanding or unresolved comments in formal comment letters received from the SEC staff with respect to the Company SEC Documents. To the Knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practice of the Company. The Company is in compliance in all material respects with (i) the Exchange Act, any other applicable United States federal securities Laws, and the Singapore Code and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ and the JSE. Neither the Company nor any Company Subsidiary has made, arranged, modified (in any material way) or forgiven prohibited loans to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (c) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in the Offer Documents will, at the date it is first mailed to the Company Shareholders, or at the Acceptance Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make th...