SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 12 contracts
Samples: Subscription Agreement (Majesco Entertainment Co), Subscription Agreement (Majesco Entertainment Co), Subscription Agreement (Wearable Health Solutions, Inc.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 7 contracts
Samples: Subscription Agreement (Paulson Capital (Delaware) Corp.), Subscription Agreement (Paulson Capital (Delaware) Corp.), Subscription Agreement (Paulson Capital (Delaware) Corp.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 7 contracts
Samples: Subscription Agreement (Polarityte, Inc.), Subscription Agreement (Mabvax Therapeutics Holdings, Inc.), Subscription Agreement (Majesco Entertainment Co)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 3 contracts
Samples: Subscription Agreement (MGT Capital Investments Inc), Subscription Agreement (Paulson Capital (Delaware) Corp.), Subscription Agreement (MGT Capital Investments Inc)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The For the prior two fiscal years plus any interim period, the SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Subscription Agreement (Orbital Tracking Corp.), Note Purchase Agreement (Optex Systems Holdings Inc)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Seller has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC all required forms, reports, registration statements and documents required to be filed by it with the SEC (collectively, all such forms, reports, registration statements and documents filed since January 1, 2000 are referred to herein as the "Seller SEC Reports"). All of the Seller SEC Reports complied as to form, when filed (or, if any amendment with respect amended or superseded by filing prior to any the date hereof, then on the date of such document was filed, when such amendment was filedfiling), complied in all material respects with the applicable requirements provisions of the Exchange Securities Act and of 1933, as amended (together with the rules and regulations thereunder promulgated thereunder, the "Securities Act") and the Exchange Act. Accurate and complete copies of the Seller SEC Reports have been made available to the Purchaser. The Seller SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, as at the time they were filed (or, if amended or superseded by filing prior to the date hereof, then on the date of such datefiling), contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Thoratec Corp), Asset Purchase Agreement (Diametrics Medical Inc)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since June 1, 2021 (the “Company SEC Documents”) and such Company SEC Documents when filed were true, correct and complete in all material respects. As of their respective filing dates (or, if any amendment with respect to any such document was filedamended or superseded by a subsequent filing, when as of the date of the last such amendment was filedor superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder) and the Exchange Act Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents and did not, as at the time it was filed (or, if amended, at the time (and taking into account the content) of such dateamendment), contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company has made available to Purchasers correct and each complete copies of its direct and indirect subsidiariesall correspondence between the SEC, if any (collectively, on the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filingsone hand, and the SEC Filings contain a complete Company and accurate description in all material respects any of its subsidiaries, on the other hand, occurring since [Date], and prior to the date hereof. As of the business date hereof, none of the Company and SEC Documents is the Subsidiaries.subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation;
Appears in 2 contracts
Samples: Securities Purchase Agreement (Brain Scientific Inc.), Securities Purchase Agreement (Brain Scientific Inc.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Subscription Agreement (Bullfrog Gold Corp.), Subscription Agreement (Bullfrog Gold Corp.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since October 6, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Subscription Agreement (Bullfrog Gold Corp.), Subscription Agreement (Bullfrog Gold Corp.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to each Subscriber through be filed by it with the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period SEC since January 1, 2008 (collectively, the “Company SEC FilingsReports”). Each of the Company SEC Reports, and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with as amended prior to the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed)date of this Agreement, complied as to form in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”) and did notthe Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”), each as in effect on the date so filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing). None of the Company SEC Reports contained, when filed or, if amended or supplemented prior to the date hereof, as of the date of such dateamendment or supplement, contain an any untrue statement of a material fact or omit omitted 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Viking Holdings LLC), Merger Agreement (Virtual Radiologic CORP)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since June 27, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Subscription Agreement (Bullfrog Gold Corp.), Subscription Agreement (Bullfrog Gold Corp.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber Purchaser through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC Commission (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), Subsidiaries are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Dataram Corp), Securities Purchase Agreement (Dataram Corp)
SEC Filings. The Company is subject to, and in full material compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system EDGAX xxxtem true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full material compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since October 6, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since December 30, 2015 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since November 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any subsidiaries (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The In the event that the Company is subject tofiles a registration statement on Form 10, and in full compliance withor other form of registration statement, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Registration Statement”) with the Securities and Exchange ActCommission (“SEC”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings ) for the prior two full fiscal years plus purpose of registering any interim period (collectivelyof its Capital Stock under the Exchange Act and, if applicable, the Securities Act (such Registration Statement and any other reports filed with or furnished to the SEC, or required to be filed with or furnished to the SEC, subsequent to the filing of such Registration Statement, if any, including any amendments thereto, collectively the “Company SEC FilingsDocuments”), and all such each Company SEC Filings are incorporated herein by reference. The SEC FilingsDocument, when they were filed with or furnished to the SEC (or, if in the case of any amendment with respect to any such document was filedRegistration Statement, when such amendment was filedRegistration Statement is declared effective by the SEC), complied will comply in all material respects with the applicable requirements of the Exchange Securities Act and the rules and regulations thereunder and did notExchange Act, as the case may be, and will comply, as applicable, in all material respects with the then-applicable accounting standards. None of such date, the Company SEC Documents when filed will contain an any untrue statement of a material fact or omit to state a any 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. All Following the effectiveness of the Registration Statement, to the extent required by the rules and regulations of the SEC, the Company will file with and furnish to the SEC all reports and statements required to be filed and furnished by the Company an issuer of equity securities registered under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the SubsidiariesAct.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber subscriber through the XXXXX EXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”). Since December 31, and all such SEC Filings are incorporated herein by reference. The 2013, the SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The For the prior two fiscal years plus any interim period, the SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Except as contemplated by the Acquisition, the Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject tohas timely filed with the SEC all forms, reports, schedules, statements and in full compliance withother documents required to be filed by it since September 24, the reporting requirements of Section 13 or 15(d) of 1996 under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”"), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder. The reports, statements and registration statements referred to in the immediately preceding sentence (including, without limitation, any financial statements or schedules or other information incorporated by reference therein) are referred to in this Agreement as the "Company SEC Filings." The Company SEC Filings (i) were prepared and filed in compliance, in all material respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and (ii) did notnot at the time of filing (or if amended, as supplemented or superseded by a filing prior to the date hereof, on the date of such date, that filing) contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements None of the Subsidiaries is required to be filed by file any forms, reports or other documents with the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewithSEC. The Company and each will promptly deliver to Purchaser copies of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in Company SEC Filings filed with the SEC Filings, and after the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiariesdate hereof.
Appears in 1 contract
Samples: Merger Agreement (Cross Continent Auto Retailers Inc M&l)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available filed with the Commission all material reports, schedules, forms, statements, prospectuses, registration statements and other documents required to each Subscriber through be filed by the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period Company since January 1, 2018 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “SEC FilingsDocuments”), . As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and all such as of their respective SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (filing dates or, if any amendment amended prior to the date hereof, the date of the filing of such amendment, with respect to any such document was filed, when such amendment was filedthe portions that are amended (in the case of all other SEC Documents), the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act Act, as the case may be, applicable to such SEC Documents, and none of the rules and regulations thereunder and did not, SEC Documents as of such daterespective dates (or, contain an if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omit 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
Samples: Payment Agreement (Tilray, Inc.)
SEC Filings. The Company is subject tohas delivered to the Purchasers, or has made available, prior to the date hereof true and correct copies of (i) its Annual Report on Form 10-KSB for its year ended December 31, 1999 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; (ii) all other reports and documents filed with the Securities and Exchange Commission (the "SEC") since January 1, 2000; and (iii) certain other internal Company financial books and records . All documents described in full compliance withthis Section 2.9 are hereinafter referred to as the "Company Reports." The Company has made all filings required to be made by it under the Securities Act, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”"), and all such SEC Filings are incorporated herein by referencethe securities laws of any state, and any rules and regulations promulgated thereunder. The SEC Filings, when they were Company's reports and other documents filed with the SEC (or, if any amendment with respect pursuant to any such document was filed, when such amendment was filed), complied the Exchange Act conformed in all material respects with to the applicable requirements of the Exchange Act and the rules and regulations thereunder of the SEC thereunder, and did not, as none of such date, contain an documents contained any untrue statement of a material fact or omit 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. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each is currently eligible to utilize a registration statement on Form S-3 with respect to the registration of its direct and indirect subsidiaries, if any the Registrable Securities (collectively, the “Subsidiaries”), are engaged in all material respects only as defined in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects Registration Rights Agreement) required by Section 1.2 of the business of the Company and the SubsidiariesRegistration Rights Agreement contemplated by Section 4.8 hereof.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Ep Medsystems Inc)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since May 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject toAmylin has timely filed with the SEC all reports, registration statements and other documents required to be filed by it (the "SEC FILINGS") under the Securities Act of 1933, as amended, and in full compliance withthe rules and regulations promulgated thereunder (the "SECURITIES ACT"), the reporting requirements of Section 13 or 15(d) of and the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”"EXCHANGE ACT"). The Company has made available to each Subscriber through the XXXXX system true and complete copies SEC Filings were prepared in accordance and, as of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all date on which each such SEC Filings are incorporated herein by reference. The SEC Filings, when they were Filing was filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed)SEC, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the rules and regulations thereunder and did notAct, as the case may be. None of such dateSEC Filings, contain including, without limitation, any financial statements, exhibits and schedules included therein and documents incorporated therein by reference, at the time filed, declared effective or mailed, as the case may be, contained an untrue statement of a material fact or omit 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. All reports and statements Except to the extent information contained in any of the SEC Filings has been revised, corrected or superseded by a later filing of any such form, report or document, none of the SEC Filings currently contains an untrue statement of a material fact or omits to state a material fact required to be filed by stated therein or necessary in order to make the Company under the Exchange Act have been filedstatements therein, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects light of the business of the Company and the Subsidiariescircumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Milestone Conversion Agreement (Amylin Pharmaceuticals Inc)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since December 28, 2009 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
Samples: Subscription Agreement (American Energy Fields, Inc.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
Samples: Subscription Agreement (Drone Aviation Holding Corp.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company Vasomedical has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC all forms, reports, registration statements and documents required to be filed by it with the SEC under the Exchange Act after January 1, 2006 (orcollectively, if any amendment with respect all such forms, reports, registration statements and documents so filed are referred to any such document was filedin this Agreement as the "Vasomedical SEC Reports"). All of the Vasomedical SEC Reports were timely filed and complied as to form, when filed (if amended or superseded by filing prior to the date of this Agreement, then on the date of such amendment was filedamended or superseding filing), complied in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act and the rules Sarbanes-Oxley Act of 2002, as the case may be. The Vasomedical SXX Xxxxxxx (including all exhibits and regulations thereunder schedules thereto and documents incorporated by reference therein) did not, as at the time they were filed (or, if amended or superseded by filing prior the date of this Agreement, then on the date of such dateamended or superseding filing), contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports To the knowledge of Vasomedical, except as disclosed in the Vasomedical SEC Reports, each of Vasomedical officers and statements required to be filed by the Company directors has complied with all filing requirements under Section 16(a) of the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the SubsidiariesAct.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since December 16, 2010 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
Samples: Subscription Agreement (Marathon Patent Group, Inc.)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since November 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any subsidiaries (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
Samples: Subscription Agreement (DiMi Telematics International, Inc.)
SEC Filings. The Company is subject toSince August 1, 1995, all reports, proxy statements and registration statements required to be filed by ONS with the SEC pursuant to the Securities Act, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange "1934 Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”"), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were have been timely filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), and complied in all material respects with the applicable requirements of the Exchange Securities Act, the 1934 Act and the rules and regulations under the Securities Act and 1934 Act, and none of such reports, proxy statements or registration statements contained as of their respective dates 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 light of the circumstances under which they were made, not misleading. In addition, the Merger Proxy Statement insofar as it relates to ONS, as of the date of mailing of the Merger Proxy Statement by ONS to its stockholders and as of the date of the ONS stockholders meeting to which such Merger Proxy Statement relates, (i) will comply in all material respects with the provisions of the 1934 Act and the rules and regulations thereunder and did not(ii) except with respect to any information relating to the Exchanging Partners provided to ONS by the Exchanging Partners in writing specifically for use in the Merger Proxy Statement, as of such date, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
Samples: Section 351 Exchange Agreement and Plan of Conversion (Orion Network Systems Inc/De/)
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any subsidiaries (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract
SEC Filings. The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX EXXXX system true and complete copies of each of the Company’s filings for the prior two full fiscal years plus any interim period Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, in each case filed since May 16, 2011 (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Securities Act and the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.
Appears in 1 contract