Common use of SEC Reporting and Compliance Clause in Contracts

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 4 contracts

Samples: Merger Agreement (Lions Gate Investment LTD), Merger Agreement (Lions Gate Investment LTD), Merger Agreement (Lions Gate Investment LTD)

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SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), on April 17, 2006, which became effective on October 15, 2001sixty (60) days thereafter in accordance with Section 12(g) of the Exchange Act and the rule promulgated thereunder. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered provided to the Company true and complete copies of the registration statementsall annual reports on Form 10-KSB, information statements quarterly reports on Form 10-QSB, current reports on Form 8-K and other statements reports and filings (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 4, 20032006. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 4, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission 2006 and any and all subsequent information statements, proxy statements, reports or notices and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB,XDER" and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. The OTC Bulletin Board has cleared the Form 211 filed by Parent pursuant to Rule 15c2-11(a)(5) of the Exchange Act. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act of 1933, as amended (the "Securities Act"), Exchange Act and all other applicable federal and state securities laws.

Appears in 3 contracts

Samples: Merger Agreement (Xedar Corp), Merger Agreement (Souders Richard Vaughn), Merger Agreement (Xedar Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 122, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012008. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the FINRA Over-the-Counter (OTC) Bulletin Board under and/or the symbol "LGIV.OB," “OTCQB” market tier as established and Parent is in compliance in all material respects with all rules and regulations of the maintained by OTC Bulletin Board applicable to it and the Parent StockMarkets Group. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 3 contracts

Samples: Merger Agreement (Amarantus BioSciences, Inc.), Merger Agreement (Amarantus BioSciences, Inc.), Merger Agreement (Jumpkicks, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1May 27, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012008. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None Except as set forth on Schedule 3.7, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the Parent SEC Documents, as expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, 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 contained therein therein, in the light of the circumstances under which they were made, not misleading. (c) Except as set forth on Schedule 3.83.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1November 20, 20032009. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1November 20, 2003 2009, and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“ASCH," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Act. (g) To the best knowledge of the Parent, the Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws. (h) Parent is not a “blank check company” subject to the requirements of Rule 419 of the Securities Act.

Appears in 3 contracts

Samples: Agreement of Merger and Plan of Reorganization (CURAXIS PHARMACEUTICAL Corp), Merger Agreement (Auto Search Cars, Inc.), Merger Agreement (Auto Search Cars, Inc.)

SEC Reporting and Compliance. (a) Parent PCLP represents and warrants that it filed a registration statement statements on (1) Form SB-2 (File No. 33-92768NY) under the Securities Act which became effective on February 1, 2002 and was not withdrawneffective, and a registration statement on (2) Form 108-SB A under the Exchange Act, Act which became effective on October 15effective. For the previous five years, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent PCLP has timely filed with the Commission SEC all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange ActAct (collectively, the “PCLP SEC Documents”). Parent PCLP has not filed with the Commission SEC a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent PCLP SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.81.15, Parent PCLP has not filed, and nothing has occurred with respect to which Parent PCLP would be required to file, any report on Form 8-K since January March 1, 20032000 and Form 10-KSB or 10-QSB since August 10, 2006. Prior to and until the Closing, Parent PCLP will provide to the Company ASI copies of any and all amendments or supplements to the Parent PCLP SEC Documents filed with the Commission since January 1August 10, 2003 2006 and all subsequent registration statements and reports filed by Parent PCLP subsequent to the filing of the Parent PCLP SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent PCLP with the Commission or delivered to the stockholders of ParentPCLP. (d) Parent PCLP is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock PCLP common stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “PCLP” and Parent PCLP is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockPCLP stock. (f) The Parent Between the date hereof and the Closing Date, PCLP shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Act. (g) To the best knowledge of PCLP, PCLP has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws. (h) PCLP is not a “blank check company” subject to the requirements of Rule 419 of the Securities Act.

Appears in 2 contracts

Samples: Stock Purchase and Share Exchange Agreement (Paperclip Software Ince), Stock Purchase and Share Exchange Agreement (Paperclip Software Ince)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15March 9, 20012009 (the “Parent Registration Statement”). Since October 15March 9, 2001 and except as set forth on Schedule 3.82009, the Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “BFGC.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 2 contracts

Samples: Merger Agreement (Bullfrog Gold Corp.), Merger Agreement (Bullfrog Gold Corp.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1August 14, 2002 and was not withdrawn2009, and a registration statement on Form 108-SB A12G under the Exchange Act, which became effective on October 15June 13, 20012011. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. Parent does not have any outstanding correspondence with the SEC or FINRA. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Time shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the FINRA Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockDTC eligible. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 2 contracts

Samples: Merger Agreement (Smart Kids Group Inc.), Merger Agreement (Smart Kids Group Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1February 28, 20032006. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1February 28, 2003 2006 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Between the date hereof and the Closing Date, Parent Common Stock are quoted on shall continue to satisfy the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations filing requirements of the OTC Bulletin Board Exchange Act and all other requirements of applicable to it and the Parent Stocksecurities laws. (f) The To the best knowledge of the Parent, the Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 2 contracts

Samples: Merger Agreement (MedaSorb Technologies CORP), Merger Agreement (Gilder Enterprises Inc)

SEC Reporting and Compliance. (a) Parent Purchaser filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1May 7, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012008. Since October 15that date, 2001 and except as set forth on Schedule 3.8, Parent Purchaser has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Purchaser pursuant to the Exchange ActAct (collectively, the “Purchaser SEC Documents”). Parent Purchaser has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent Purchaser SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Purchaser SEC Documents complied, and each Purchaser SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Purchaser SEC Documents, including any Purchaser SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent Purchaser has not filed, and nothing has occurred with respect to which Parent Purchaser would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof. Prior to and until the Closing, Parent Purchaser will provide to the Company copies of any and all amendments or supplements to the Parent Purchaser SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Purchaser subsequent to the filing of the Parent Purchaser SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Purchaser with the Commission or delivered to the stockholders of ParentPurchaser. (d) Parent Purchaser is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Purchaser Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. (f) The Parent Between the date hereof and the Closing Date, Purchaser shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. Immediately upon the Effective Date of this Agreement, Purchaser shall satisfy all applicable filing requirements of the Exchange Act, the Securities Act, and the Commission, disclosing the terms of this Agreement. (g) To the knowledge of Purchaser, Purchaser has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 2 contracts

Samples: Share Exchange Agreement (Diamond Information Institute), Share Exchange Agreement (Alba Mineral Exploration)

SEC Reporting and Compliance. (a) Parent filed a series of registration statements under the Securities Act. The most recent such registration statement was on Form SB-2 under the Securities Act (No. 333-124274) which became effective on February 1June 9, 2002 and was not withdrawn2006, and a has not been withdrawn. To the knowledge of Parent, all shares held by selling stockholders in such registration statement on Form 10-SB under statements, other than those held by Affiliates of Parent, have been sold in accordance with the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as Plan of Distribution set forth on Schedule 3.8, in each such registration statement. (b) Parent has timely filed with the Commission all registration statements, proxy statements, information statements statements, reports, schedules, forms and reports other documents required to be filed pursuant to the Securities Act, the Exchange ActAct and the rules and regulations of the Commission on a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (bc) Parent has delivered or made available to the Company as requested true and complete copies of its registration statements (including all amendments thereto and supplements to the registration statements, information statements prospectus contained therein) and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the The Parent SEC Documents, as of their respective datesdates (or, contained if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) complied 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 of the Commission promulgated thereunder applicable thereto, and did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (cd) Except as set forth on Schedule 3.83.6, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report Current Report on Form 8-K since January 1July 30, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent2008. (de) Parent is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment company company” within the meaning of Section 3 of the Investment Company Act. (ef) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“IONN.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (fg) The Parent has complied in SEC Documents include all material respects with certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Securities Exchange Act, Exchange and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and all each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other applicable federal than a knowledge qualification, permitted under such provision, and state securities lawshave not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission or any other governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.

Appears in 1 contract

Samples: Securities Exchange Agreement (Clacendix, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about November 22, 20012006. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “GRTE.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (KeyOn Communications Holdings Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1or about November 20, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012003. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent PARENT SEC DocumentsDOCUMENTS") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8SCHEDULE 3.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1September 30, 20032004. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 2004 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OBMDLL," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of the Parent, the Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Medallion Crest Management Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15February 12, 20012009, (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (ed) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “TIMR.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (e) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (f) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (g) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (FTOH Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1December 23, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012004. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1June 30, 20032006. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1June 30, 2003 2006 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an "investment company company" within the meaning of Section 3 of the Investment Company Act. (e) The shares of Between the date hereof and the Closing Date, Parent Common Stock are quoted on shall continue to satisfy the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations filing requirements of the OTC Bulletin Board Exchange Act and all other requirements of applicable to it and the Parent Stocksecurities laws. (f) The To the best knowledge of the Parent, the Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Technology Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 122, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Blue Earth Solutions, Inc.)

SEC Reporting and Compliance. (a) Parent FHCS represents and warrants that it filed a registration statement on Form SB-2 under the Securities Exchange Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, (File No. 000-28881) which became effective on October 15effective. For the previous five years, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent FHCS has timely filed with the Commission SEC all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange ActAct (collectively, the “FHCS SEC Documents”). Parent FHCS has not filed with the Commission SEC a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent FHCS SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.81.16, Parent FHCS has not filed, and nothing has occurred with respect to which Parent FHCS would be required to file, any report on Form 8-K since January 1April 23, 20032007 and Form 10-KSB or 10-QSB since February 14, 2007. Prior to and until the Closing, Parent FHCS will provide to the Company ASI copies of any and all amendments or supplements to the Parent FHCS SEC Documents filed with the Commission since January 1April 23, 2003 2007 and all subsequent registration statements and reports filed by Parent FHCS subsequent to the filing of the Parent FHCS SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent FHCS with the Commission or delivered to the stockholders of ParentFHCS. (d) Parent FHCS is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock FHCS common stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “FHCS” and Parent FHCS is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockFHCS stock. (f) The Parent Between the date hereof and the Closing Date, FHCS shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Act. (g) To the best knowledge of FHCS, FHCS has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws. (h) FHCS is not a “blank check company” subject to the requirements of Rule 419 of the Securities Act.

Appears in 1 contract

Samples: Stock Purchase and Share Exchange Agreement (Family Healthcare Solutions Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 8-A under the Securities Exchange Act which became effective on February 1October 31, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012016. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange Act, except Parent’s annual report on Form 10-K for the period ended July 31, 2017 (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockOTCPink. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Precious Investments, Inc.)

SEC Reporting and Compliance. (a) Parent filed has been a registration statement on Form SB-2 reporting company under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under and/or the Securities Exchange Act, which became effective on October 15, 2001Act since 1987. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter OTC Pink (OTCSEC Reporting – Current) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations tier of the electronic quotation system operated by OTC Bulletin Board applicable to it and the Parent Stock.Markets, Inc. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Ember Therapeutics, Inc. - Ny)

SEC Reporting and Compliance. (a) Parent filed has been a registration statement on Form SB-2 reporting company under the Securities Act which became effective on February and/or the Securities Exchange Act since July 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under 2013. Prior to the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8Effective Time, Parent has timely shall have filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted shall, prior to the Effective Time, be eligible for quotation and trading on the Over-the-Counter OTC Pink (OTCSEC Reporting – Current) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations tier of the electronic quotation system operated by OTC Bulletin Board applicable to it and the Parent Stock.Markets, Inc. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (HealthTalk Live, Inc.)

SEC Reporting and Compliance. (a) Parent has filed a two registration statement statements on Form SB-2 under the Securities Act Act, one filed May 9, 2006 which became effective on February 1July 17, 2002 2006 and was not withdrawnthe second filed October 26, and a registration statement on Form 10-SB under the Exchange Act, 2006 which became effective on October 15November 29, 20012006. Since October 15July 17, 2001 and except as set forth on Schedule 3.82006, Parent has filed, on a timely filed basis, with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies None of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.83.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1October 10, 20032006. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1October 10, 2003 2006 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders shareholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OBWDNP.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws, the OTC Bulletin Board and the National Association of Securities Dealers, including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Act. (g) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, including, but not limited to, Regulation S promulgated under the Securities Act. (h) Parent is not a "blank check company" subject to the requirements of Rule 419 of the Securities Act.

Appears in 1 contract

Samples: Merger Agreement (Wildon Productions Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about May 4, 20012007 (the “Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “OTDE.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Customer Acquisition Network Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 10 under the Securities Act which became effective on February 1June 13, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act2007, which became effective on October 15August 12, 20012007 (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “PRTR.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Progressive Training, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1January 11, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012005. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.83.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 111, 20032005. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 111, 2003 2005 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“WXPL," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board including, but not limited to the timely filing of notices required by Rule 10b-17 under the Securities Act. (g) To the best knowledge of the Parent, the Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws. (h) Parent is not a “blank check company” subject to the requirements of Rule 419 of the Securities Act.

Appears in 1 contract

Samples: Merger Agreement (Western Exploration Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Exchange Act which became effective on February 111, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012008. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statementsall annual reports on Form 10-K, information statements quarterly reports on Form 10-Q, current reports on Form 8-K and other statements reports and filings (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing no event has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 125, 20032010. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 As of the Investment Company Actdate of Closing, except as set forth in the disclosure schedule attached hereto, none of the Parent’s filings with the SEC are under review or are the subject of comment letters which have not been resolved. As of their respective filing dates, the Parent SEC Documents were timely filed, and have complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder applicable to the Parent SEC Documents. As of their respective filing dates, to the Parent’s knowledge none of the Parent SEC Documents contained an untrue statement of a material fact or omitted 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. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“CSTV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Parent has complied not, in all material respects the twelve (12) months preceding the date hereof, received any notice from the OTCBB or Financial Industry Regulatory Authority (“FINRA”) or any trading market on which the Parent’s Common Stock is or has been listed or quoted to the effect that the Parent is not in compliance with the Securities Actquoting, Exchange Act listing or maintenance requirements of the OTCBB or such other trading market. The Parent is, and has no reason to believe that it will not, in the foreseeable future continue to be, in compliance with all other applicable federal such quoting, listing and state securities lawsmaintenance requirements.

Appears in 1 contract

Samples: Merger Agreement (CST Holding Corp.)

SEC Reporting and Compliance. (a) Parent Hyperion filed a registration statement on Form SB-2 10SB under the Securities Exchange Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October May 15, 20012007. Since October 15that date, 2001 and except as set forth on Schedule 3.8, Parent Hyperion has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent Hyperion has delivered to the Company AI true and complete copies of the all registration statements, information statements and other reports and filings (collectively, the "Parent SEC Documents") filed by the Parent Hyperion with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent Hyperion has not filed, and nothing has occurred with respect to which Parent Hyperion would be required to file, any report on Form 8-K since January 1May 15, 20032007. Prior to and until the Closing, Parent Hyperion will provide to the Company AI copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Hyperion subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Hyperion with the Commission or delivered to the stockholders of ParentHyperion. (d) Parent Hyperion is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The All of the outstanding shares of Parent Hyperion Common Stock are quoted on “restricted securities,” as defined under Rule 144 of the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," Securities Act, and Parent all of such shares were issued in private transactions not involving a public offering. Hyperion is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Rule 144 applicable to it and the Parent Hyperion Common Stock. (f) The Parent has complied Hyperion is a “blank check company” subject to the requirements of Rule 419 of the Securities Act. Hyperion is in compliance in all material respects with Rule 419 applicable to it and the Hyperion Stock. (g) Hyperion is also a “shell company” under Rule 12b-2 of the Securities Act because it has no assets (other than cash) and no operations. (h) Between the date hereof and the Closing Date, Hyperion shall continue to timely satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws, including Rule 144 and Rule 419. (i) Hyperion has otherwise complied with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hyperion Energy, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on or about February 128, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012006. Since October 15February 28, 2001 and except as set forth on Schedule 3.82006, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Securities Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent PARENT SEC DocumentsDOCUMENTS") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth for a Form 8-K filed on Schedule 3.8June 23, 2006, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. K. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB,EGMR.OB" and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Edgemont Resources Corp)

SEC Reporting and Compliance. (a) Parent Promos filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15November 30, 20011999. Since October 15that date, 2001 and except as set forth on Schedule 3.8, Parent Promos has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent Promos has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent Promos has delivered to the Company OmniCorder true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent Promos SEC Documents") filed by the Parent Promos with the Commission. None To the best of Promos' knowledge, none of the Parent Promos SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8in the Disclosure Schedule, Parent Promos has not filed, and nothing has occurred with respect to which Parent Promos would be required to file, any current report on Form 8-K K, since January 1September 30, 2003. Prior to and until the Closing, Parent Promos will provide to the Company OmniCorder copies of any and all amendments or supplements to the Parent Promos SEC Documents filed with the Commission since January 1September 30, 2003 and all subsequent registration statements and reports filed by Parent Promos subsequent to the filing of the Parent Promos SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Promos with the Commission or delivered to the stockholders of ParentPromos. (d) Parent Promos is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Promos Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OBPMOS.OB," and Parent and, to the best of Promos' knowledge, Promos is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Promos Common Stock. (f) The Parent Between the date hereof and the Closing Date, Promos shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws. (g) To the best knowledge of Promos, Promos has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Promos Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about August 16, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “BIPO.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Clear Skies Holdings Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective with the SEC on February 1September 19, 2002 and was not withdrawn, and a registration statement on 2014 (the “Form 10-SB under the Exchange Act, which became effective on October 15, 2001S-1”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Parent is not, and never has been, a “shell company” as defined in Rule 12b-2 under the Exchange Act and as indicated in the Parent’s filings with the Commission. (f) The shares of Parent Common Stock are quoted on the Over-the-Counter OTC Pink tier of the OTC Markets Group (OTCthe “OTC Markets”) Bulletin Board under the symbol "LGIV.OB," “BKYM” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver the Parent Common Stock contemplated by this Agreement. There is no action or proceeding pending threatened against the Company by The Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to any intention by such entity to prohibit or terminate the quotation of the Company Common Stock on the OTC Markets. In addition, the representations of Wxxxx Xxxxxx and Hxxxxx Xxxxxxxxx and information provided by them and Parent to Spartan Securities Group, LLC in connection with Parent’s submission of its Form 211 to FINRA was complete, true and accurate at the time it was presented to FINRA. Furthermore, at the time of submission of the Form 211 with FINRA and at the time of approval of Parent’s symbol for quotation and trading in the “over-the-counter market”, there was no intent to either effect a sale of shares or engage in a merger that would result in a change of control of Parent for the foreseeable future. (fg) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise materially complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Share Exchange Agreement (Blue Sky Media Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1or about October 28, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012005. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth for a Form 8-K filed on Schedule 3.8February 8, 2006, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. K. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB,VKAC.OB" and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of the Parent, the Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Handheld Entertainment, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on or about February 124, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012005. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent PARENT SEC DocumentsDOCUMENTS") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8SCHEDULE 3.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 14, 20032004. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 14, 2003 2004 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB,CHBO" and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of the Parent, the Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Chubasco Resources Corp.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about March 14, 20012013. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the CommissionCommission as of the date hereof, and shall make available to the Company all Parent SEC Documents filed by Parent with the Commission through the Closing Date. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Between the date hereof and the Closing Date, Parent Common Stock are quoted on shall continue to satisfy the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTCQB Marketplace maintained by OTC Bulletin Board applicable to it and the Parent Stock.Markets Group, Inc. (f) The To the best knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (NewGen BioPharma Corp.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 10-SB under the Securities Act which became effective on February 1June 10, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20011998. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the FINRA Over-the-Counter (OTC) Bulletin Board under and/or the symbol "LGIV.OB," “OTCQB” market tier as established and Parent is in compliance in all material respects with all rules and regulations of the maintained by OTC Bulletin Board applicable to it and the Parent StockMarkets Group. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (New York Global Innovations Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15November 10, 20012011 (the “Parent Registration Statement”). Since October 15August 13, 2001 and except as set forth on Schedule 3.82012, the Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports filed by Parent with the Commission since August 13, 2012 (collectively, the "Parent SEC Documents") filed by the Parent with the CommissionCommission since August 13, 2012. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “JALA” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Be Active Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act on August 21, 2006 which became effective on February 16, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements periodic reports and other forms and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (ba) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other forms and reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the The Parent SEC Documents, as of their respective dates, contained complied in all material respects with the requirements of the Securities Act or Exchange Act and the rules and regulations of the Commission promulgated thereunder and did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (cb) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1March 15, 20032007. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1March 15, 2003 2007, and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, forms or reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (dc) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ed) The shares of Parent Common Stock are quoted approved for quotation on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “CVAH” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (e) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and rules and the OTC Bulletin Board. (f) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC or any other governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (g) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Convention All Holdings Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15March 5, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Between the date hereof and the Closing Date, Parent Common Stock are quoted on shall continue to satisfy the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations filing requirements of the OTC Bulletin Board Exchange Act and all other requirements of applicable to it and the Parent Stocksecurities laws. (f) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (g) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Geeks on Call Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15July 25, 20012011 (the “Parent Registration Statement”). Since October 15, 2001 and except Except as set forth on Schedule 3.83.08 hereto and as evidenced by the Parent SEC Documents (as defined below), since the date of the Parent Registration Statement, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not (i) an investment company within the meaning of Section 3 of the Investment Company Act of 1940, as amended, or (ii) a shell company as defined in Rule 12b-2 under the Exchange Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “EXCC.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Securities Act and the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Except as set forth on Schedule 3.08(h) hereto, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Excel Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about May 16, 20012006. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission on a timely basis all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. K. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," Exchange Act and Parent is in compliance in all material respects with all rules other requirements of applicable securities laws and regulations of the OTC Bulletin Board applicable to it and maintained by the Parent Stock.National Association of Securities Dealers, Inc. (f) The To the best knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Towerstream Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1December 20, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Bright Screens, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statementsforms, proxy statements, information statements reports and reports documents required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports Act (collectively, the "Parent SEC Documents"”). The Parent SEC Documents (i) filed by the Parent were prepared in all material respects in accordance with the Commission. None requirements of the Parent SEC DocumentsSecurities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not, at the time they were filed (or at the effective date thereof in the case of their respective datesregistration statements), 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 contained therein made therein, in light of the circumstances under which they were made, not misleading. (cb) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1September 30, 20032007. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1September 30, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission 2007 and any and all subsequent information statements, proxy statements, reports or notices and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. (dc) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ed) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) OTC Bulletin Board under the symbol "LGIV.OB," “VYXC”, and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (e) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board and, as of the Closing Date, the Parent Stock shall be listed on the OTC Bulletin Board. (f) The To the best of its knowledge, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Vyrex Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1March 26, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012009. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Nanoasia Ltd.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 (No. 333-120253) under the Securities Act which became effective on February 1January 11, 2002 and was not withdrawn2005, and a has not been withdrawn. To Parent’s knowledge, all shares held by selling stockholders in such registration statement on Form 10-SB under statement, other than those held by Affiliates of Parent, have been sold in accordance with the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as Plan of Distribution set forth on Schedule 3.8in such registration statement. (b) Since January 11, 2005, Parent has timely filed with the Commission all registration statements, proxy statements, information statements statements, reports, schedules, forms and reports other documents required to be filed pursuant to the Securities Act, the Exchange ActAct and the rules and regulations of the Commission on a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (bc) Parent has delivered or made available to the Company true and complete copies of its registration statement (including all amendments thereto and supplements to the registration statements, information statements prospectus contained therein) and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the The Parent SEC Documents, as of their respective datesdates (or, contained if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) complied 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 of the Commission promulgated thereunder applicable thereto, and did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (cd) Except as set forth on Schedule 3.83.6, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1August 31, 20032005. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1August 31, 2003 2005 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports documents or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (de) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ef) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“CSAA.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (fg) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Securities Exchange Agreement (VirtualScopics, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15June 27, 20012007, as amended on July 11, 2007 (the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “JJRV.OB” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver to the Stockholders the Parent Common Stock contemplated by this Agreement. (f) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger Agreement (Blue Calypso, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15July 12, 20012007, (the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTCOTCQB) Bulletin Board under the symbol "LGIV.OB," “CINJ” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTCQB Bulletin Board. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger Agreement

SEC Reporting and Compliance. (a) Parent Acquiring Entity filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1October 24, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act2014, which became effective on October 15January 27, 20012015 (the "Acquiring Entity Registration"). Since October 15that date, 2001 and except as set forth on Schedule 3.8, Parent Acquiring Entity has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent Acquiring Entity has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent Acquiring Entity has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent Acquiring Entity SEC Documents") filed by the Parent Acquiring Entity with the Commission. None As of its respective filing date, each Acquiring Entity SEC Document complied in all material respects with the requirements of the Parent Exchange Act and the rules and regulations promulgated thereunder applicable to such Acquiring Entity SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Acquiring Entity SEC Document has been revised or superseded by a later filed Acquiring Entity SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent Acquiring Entity will provide to the Company copies of any and all amendments or supplements to the Parent Acquiring Entity SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Acquiring Entity subsequent to the filing of the Parent Acquiring Entity SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Acquiring Entity with the Commission or delivered to the stockholders of Parent.Acquiring Entity. 20 (d) Parent Acquiring Entity is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Acquiring Entity is not a "shell company" as defined in Rule 12b-2 under the Exchange Act and as indicated in the Acquiring Entity's filings with the Commission. (f) The shares of Parent Acquiring Entity Common Stock are quoted on the Over-the-Counter OTC Markets Group (OTCthe "OTC Markets") Bulletin Board under the symbol "LGIV.OB,FWFH" and Parent is Acquiring Entity is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Acquiring Entity Common Stock. The issuance of Acquiring Entity Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Acquiring Entity Common Stock is currently listed or quoted. (fg) Between the date hereof and the Effective Time, Acquiring Entity shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent Acquiring Entity SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Acquiring Entity nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Acquiring Entity has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Acquisition Agreement

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1August 14, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012009. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. Parent does not have any outstanding correspondence with the SEC or FINRA. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “OTCQB” market tier as established and Parent is in compliance in all material respects with all rules and regulations of the maintained by OTC Bulletin Board applicable to it and the Parent StockMarkets Group. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Smart Kids Group Inc.)

SEC Reporting and Compliance. (a) Parent filed bas furnished or made available to Company a registration true and complete copy of each statement on Form SB-2 under the Securities Act and report which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent it has timely filed with the Commission SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since June 2013 (the "SEC Documents"), which are all registration statements, proxy statements, information statements and reports the documents (other than preliminary materials) that Parent has been required to be filed pursuant to the Exchange Act. Parent has not filed file with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange ActSEC since that date. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, will comply, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-8- K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an "investment company company" within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockOTCQB market. (f) The Between the date hereof and the Closing Date, Parent shall continue to work toward satisfying any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Alkame Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1May 27, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012010. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. Parent does not have any outstanding correspondence with the SEC or FINRA. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “OTCQB” market tier as established and Parent is in compliance in all material respects with all rules and regulations of the maintained by OTC Bulletin Board applicable to it and the Parent StockMarkets Group. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (ePhoto Image, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about July 31, 20012006. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," Exchange Act and Parent is in compliance in all material respects with all rules other requirements of applicable securities laws and regulations of the OTC Bulletin Board applicable to it and maintained by the Parent Stock.National Association of Securities Dealers, Inc. (f) The To the best knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Southridge Technology Group, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1November 10, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012010. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTCQB quotation system operated by OTC Bulletin Board applicable to it and the Parent Stock.Markets, Inc. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (iWallet Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1March 7, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “ParentSEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Documentto be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003Kprior to the date hereof. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. . (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Innovative Consumer Products, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 (No. 333-158426) under the Securities Act which became effective on February 1September 25, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012009. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements periodic reports and other forms and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other forms and reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the The Parent SEC Documents, as of their respective dates, contained complied in all material respects with the requirements of the Securities Act or Exchange Act and the rules and regulations of the Commission promulgated thereunder and did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies last filing of any and all amendments or supplements to the a Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of ParentDocument. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“KKITZ.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and rules and the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC or any other governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Bacterin International Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent Company filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 200124th September 2015. (the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent Company has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent Company has delivered made available to the Target Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent Company with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent Company will provide to the Target Company copies of any and all amendments or supplements to the Parent Company SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Company subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent Company is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Parent Company is not, and never has been, a “shell company” as defined in Rule 12b-2 under the Exchange Act and as indicated in the Parent SEC Documents. (f) The shares of Parent Common Stock are quoted on the Over-the-Counter OTC Q B tier of the OTC Markets Group (OTCthe “OTC Markets”) Bulletin Board under the symbol "LGIV.OB," “IWBB ” and Parent Company is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver the Parent Common Stock contemplated by this Agreement. (fg) Between the date hereof and the Effective Time, Parent Company shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent Company nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent Company has otherwise complied in all material respects with the Securities Act, Exchange Act Act, and all other applicable federal and state securities laws, rules, and regulations.

Appears in 1 contract

Samples: Acquisition Agreement (IWEB, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of under the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 31, 20032014. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 31, 2003 2014 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted traded on the Over-the-Counter (OTC) Bulletin Board OTCQB marketplace under the symbol "LGIV.OB“SPZR," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets Group applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTCQB marketplace. (g) To the knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Spatializer Audio Laboratories Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 10-SB under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which became effective on February 110, 2002 and was not withdrawn, and a registration statement on Form 10-SB under 2005 in accordance with Section 12(g) of the Exchange Act, which became effective on October 15, 2001Act and the rule promulgated thereunder. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered timely filed all forms, reports and documents required to be filed by Parent with the SEC since April 12, 2005 and provided to the Company (on sxx.xxx) true and complete copies of the registration statementsall such forms, information statements reports and other reports documents (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1February 28, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent2007. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted Parent’s common stock is listed on the Over-the-Counter (OTC) Bulletin Board OTCBB under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockECSI.OB. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act of 1933, as amended (the “Securities Act”), Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Ecash, Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1or about March 31, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012006. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the The Parent SEC Documents, as of their respective dates, contained complied in all material respects with the requirements of the Securities Act or Exchange Act and the rules and regulations of the Commission promulgated thereunder and did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. K. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “NAGE.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company nor any of its officers has received any notice from the SEC questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) The Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (InfoLogix Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001(the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements Quarterly and Annual reports required to be filed pursuant to the Exchange ActAct though it is currently delinquent in 2 filings which are currently being prepared for filing. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent Company will provide to the Target Company copies of any and all amendments or supplements to the Parent Company SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Company subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Parent is not a “shell company” as defined in Rule 12b-2 under the Exchange Act and as indicated in the Parent’s filings with the Commission. (f) The shares of Parent Common Stock are quoted on the Over-the-Counter OTC Pink Sheets tier of the OTC Markets Group (OTCthe “OTC Markets”) Bulletin Board under the symbol "LGIV.OB," “TKCM” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver the Parent Common Stock contemplated by this Agreement. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act Act, and all other applicable federal and state securities laws, rules, and regulations.

Appears in 1 contract

Samples: Acquisition and Share Exchange Agreement (Token Communities Ltd.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001(the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements Quarterly and Annual reports required to be filed pursuant to the Exchange ActAct though it is currently delinquent in 2 filings which are currently being prepared for filing. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent Company will provide to the Target Company copies of any and all amendments or supplements to the Parent Company SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Company subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Parent is not a “shell company” as defined in Rule 12b-2 under the Exchange Act and as indicated in the Parent’s filings with the Commission. (f) The shares of Parent Common Stock are quoted on the Over-the-Counter OTC Pink Sheets tier of the OTC Markets Group (OTCthe “OTC Markets”) Bulletin Board under the symbol "LGIV.OB," “TKCM” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver the Parent Common Stock contemplated by this Agreement. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U. S. C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act Act, and all other applicable federal and state securities laws, rules, and regulations.

Appears in 1 contract

Samples: Acquisition and Share Exchange Agreement (Token Communities Ltd.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15January 10, 20012008, as amended on March 5, 2009 (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “CTKE.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Cherry Tankers Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on February 13, 2012, and a Post Effective Amendment to such Registration Statement declared effective on October 152, 20012013 (the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “SSTL” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver to the Stockholders the Parent Common Stock contemplated by this Agreement. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

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

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15June 13, 20012008, as amended on November 10, 2009 (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “MBSV.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Magnolia Solar Corp)

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SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15March 31, 20012014 (the "Parent Registration"). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Parent is not, and never has been, a "shell company" as defined in Rule 12b-2 under the Exchange Act and as indicated in the Parent's filings with the Commission. (f) The shares of Parent Common Stock are quoted on the Over-the-Counter OTCQB tier of the OTC Markets Group (OTCthe "OTC Markets") Bulletin Board under the symbol "LGIV.OB,AHDT" and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver the Parent Common Stock contemplated by this Agreement. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger and Share Exchange Agreement (Asta Holdings, Corp.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1or about May 27, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012005. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent PARENT SEC DocumentsDOCUMENTS") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8SCHEDULE 3.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. K. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB,DWRC" and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of the Parent, the Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Darwin Resources Corp.)

SEC Reporting and Compliance. (a) In September 2000, Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB registering its securities under the Exchange Securities Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8For the thirty-six (36) months preceding the date hereof, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (ba) Parent There has delivered been available on XXXXX, for the thirty-six (36) months prior to the Company date of this Agreement, true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None The Parent SEC Documents: (i) were prepared in accordance, and complied 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 of the SEC thereunder applicable to such Parent SEC Documents, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as of their respective dates, contained so amended or superseded) 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 contained therein therein, in light of the circumstances under which they were made, not misleading. (cb) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1the Parent’s last quarterly report on Form 10-Q for the period ended June 30, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent2011. (dc) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ed) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board OTCQB marketplace under the symbol "LGIV.OB“NFBH," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board OTCQB applicable to it and the Parent Common Stock. (fe) The Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (XCel Brands, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1March 6, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012012. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockOTCQB. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Pinacle Enterprise, Inc.)

SEC Reporting and Compliance. (a) Parent The Company filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB 10SB under the Exchange ActAct on May 18, which became effective on October 15, 20012000. Since October 15that date, 2001 and except as set forth on Schedule 3.8, Parent the Company has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Company pursuant to the Exchange ActAct (collectively, the “Company SEC Documents”). Parent The Company has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent Company SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Company SEC Documents complied, and each Company SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Company SEC Documents, including any Company SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent the Company will provide to the Company Galaxy copies of any and all amendments or supplements to the Parent Company SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent the Company subsequent to the filing of the Parent Company SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Company with the Commission or delivered to the stockholders of Parentthe Company. (d) Parent The Company is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Company Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. (f) The Parent Between the date hereof and the Closing Date, the Company shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of the Company, it has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Share Exchange Agreement (Secured Diversified Investment LTD)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1January 11, 2002 and was not withdrawn2010, and a registration statement an amendment on Form 10-SB under the Exchange ActS-1/A which was filed on April 12, 2010 and which became effective on October 15July 8, 20012010. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and periodic and other reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”) (other than the March 2013 10Q which was filed late). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Time shall comply, in all material respects, with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Effective Time, complied, as of its filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing No event or circumstance has occurred with respect to which Parent would be required to file, file any report on Form 8-K since January 1, 2003for which Parent has failed to file such report. Prior to and until Until the ClosingEffective Time, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1Documents, 2003 and all subsequent any registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent statements, information statements, proxy statements, reports or notices filed by the Parent notices, of this and all amendments or supplements thereto, that it plans or intends to file with the Commission or delivered deliver to the stockholders of Parent, prior to making any such filing or delivery, and will not file or deliver any such document in the event that the Company reasonably objects thereto. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the NASDAQ Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockDTC eligible. (f) The Between the date hereof and the Effective Time, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Global Condiments, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, Act which became effective on October 15November 7, 20012002. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statementsall annual reports on Form 10-KSB, information statements quarterly reports on Form 10-QSB, current reports on Form 8-K and other statements reports and filings (collectively, the "Parent PARENT SEC DocumentsDOCUMENTS") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1February 25, 20032005. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission 2005 and any and all subsequent information statements, proxy statements, reports or notices and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. Parent agrees to timely file a Current Report with the Commission on Form 8-K in which it will report the execution and delivery of this Agreement. (d) Parent Parent, to its best knowledge and belief, is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OBLTUP.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. The OTC Bulletin Board has cleared the Form 211 filed by Alpine Securities Corporation pursuant to Rule 15c2-11(a)(5) of the Exchange Act. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Lighten Up Enterprises International Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 July 10, 2006 under the Securities Exchange Act which became effective on February 1or about July 10, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012006. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed and is not required to file with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered or made available to the Company true and complete copies of the registration statements, information annual reports, quarterly reports, current reports, notifications, statements of beneficial ownership and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. As of their respective dates, and if so amended, supplemented or superseded, then on the date of such subsequent filing, the Parent SEC Documents were prepared in accordance and complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the "Xxxxxxxx-Xxxxx Act"), as the case may be, and the rules and regulations of the Commission thereunder, and the rules and regulations of the OTC Bulletin Board, as they may be applicable to the Parent SEC Documents. None of the Parent SEC Documents as of such respective dates (and if so amended, supplemented or superseded, then on the date of such subsequent filing), contained and (A) any subsequent filings made with the SEC after the date of this Agreement but prior to the Effective Time amending or superseding any Parent SEC Documents, as and (B) any reports, schedules, forms, statements or other documents (including in each case, exhibits, amendments or supplements thereto and any other information incorporated by reference therein) filed with the Commission after the date of their respective datesthis Agreement but prior to the Effective Time ("Subsequent Filings"), contained will not contain, any untrue statement of a material fact or omitted (or, with respect to any Subsequent Filings, will omit) to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and except for any filings required in connection with the execution of the Merger Documents, nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. K. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," BTVI and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws. (h) The principal executive and financial officer of Parent has made all certifications required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and under the Exchange Act with respect to Parent SEC Documents, and Parent has delivered to Company a summary of any disclosure made by management to Parent's auditors referred to in such certifications. Parent has (A) designed and maintained disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information required to be disclosed by Parent in the reports it files or furnishes under the Exchange Act is communicated to its management by others within those entities as appropriate to allow timely decisions regarding required disclosure, (B) disclosed, based on its most recent evaluation, to its auditors and its Board of Directors (1) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect its ability to record, process, summarize and report financial data and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls over financial reporting and (C) identified for Parent's auditors any material weaknesses in internal controls. Parent has provided to Company true and correct copies of any of the foregoing disclosures to the auditors that have been made in writing through the date hereof, and will promptly provide to Company true and correct copies of any such disclosure that is made after the date hereof. Parent has designed and maintains a system of internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance (A) that transactions are executed in accordance with management's general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and (B) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that could have a material effect on Parent's financial statements. Parent's management, with the participation of Parent's principal executive and financial officer, has completed an assessment of the effectiveness of Parent's internal controls over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for Parent's most recently completed fiscal year, and such assessment concluded that such internal controls were effective using the framework specified in Parent's annual report for the most recent fiscal year. No personal loan or other extension of credit by Parent or to any of its executive officers or directors has been made or modified (other than as permitted by Section 13 of the Exchange Act and Section 402 of the Xxxxxxxx-Xxxxx Act). Since January 1, 2005, (A) neither Parent, nor, to Parent's knowledge, any director, officer, employee, auditor, accountant or representative of Parent has received any written complaint, allegation, assertion, or claim that Parent has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls and (B) no attorney representing Parent, whether or not employed by Parent, has reported evidence of a material violation of U.S. federal or state securities Laws, a material breach of fiduciary duty or similar material violation by Parent, or any of its respective officers, directors, employees or agents to any officer of Parent, the Board of Directors of Parent or any member or committee thereof.

Appears in 1 contract

Samples: Merger Agreement (BTHC VII Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 (No. 333-174175) under the Securities Act which became effective on February 1July 12, 2002 and was not withdrawn2011, and a has not been withdrawn. All shares held by selling stockholders in such registration statement on Form 10-SB under statement, other than those held by Affiliates of Parent, have been sold in accordance with the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as Plan of Distribution set forth on Schedule 3.8in such registration statement. (b) Since July 12, 2011, Parent has timely filed with the Commission all registration statements, proxy statements, information statements statements, reports, schedules, forms and reports other documents required to be filed pursuant to the Securities Act, the Exchange ActAct and the rules and regulations of the Commission on a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (bc) Parent has delivered or made available to the Company true and complete copies of its registration statement (including all amendments thereto and supplements to the registration statements, information statements prospectus contained therein) and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the The Parent SEC Documents, as of their respective datesdates (or, contained if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) complied 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 of the Commission promulgated thereunder applicable thereto, and did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (cd) Except as set forth on Schedule 3.83.10, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1October 3, 20032012. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1July 12, 2003 2011, and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports documents or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (de) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ef) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“CLRS.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockCommon Stock and, except as disclosed on Schedule 3.10, has no knowledge or notice of any trading irregularities with respect to the Parent Common Stock including, without limitation, price manipulation. (fg) The Parent has complied in SEC Documents include all material respects with certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Securities Exchange Act, Exchange and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and all each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other applicable federal than a knowledge qualification, permitted under such provision, and state securities lawshave not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the SEC or any other governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.

Appears in 1 contract

Samples: Merger Agreement (Clear System Recycling, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1July 10, 2002 and was not withdrawn2006. Since that date, and a registration statement on other than the Form 10-SB under QSB for the Exchange Actquarter ended September 30, 2006 filed by Parent with the Commission on November 15, 2006, which became effective Form was required to be filed with the Commission on October 15or before November 14, 2001. Since October 15, 2001 and except as set forth on Schedule 3.82006, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 31, 20032005. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 31, 2003 2005 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are is not listed on any exchange or traded or quoted on the any Over-theThe-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," or quotation services and Parent is in compliance in all material respects with all rules and regulations there are no market makers publishing bid and/or ask price(s) for shares of the OTC Bulletin Board applicable to it and the Parent StockParent’s capital stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Intellect Neurosciences, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1March 5, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Time shall comply, in all material respects, with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Capital City Energy Group, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on (the “Parent Registration”)on Form SB-2 8-A under the Securities Exchange Act which became effective on February 1of 1934, 2002 and was not withdrawn, and a registration statement on Form 10-SB under as amended (the Exchange Act, which became effective on October 15, 2001”,. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board OTCQB under the symbol "LGIV.OB," “IPSV” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board OTCQB applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver to the Stockholders the Parent Common Stock contemplated by this Agreement. (f) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTCQB. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger Agreement (Ip Technology Services, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 (No. 333-141010) under the Securities Act which became effective on February 1December 4, 2002 and was not withdrawn2007, and a has not been withdrawn. To Parent’s knowledge, all shares held by selling stockholders in such registration statement on Form 10-SB under statement, other than those held by Affiliates of Parent, have been sold in accordance with the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as Plan of Distribution set forth on Schedule 3.8in such registration statement. (b) Since December 4, 2007, Parent has timely filed with the Commission all registration statements, proxy statements, information statements statements, reports, schedules, forms and reports other documents required to be filed pursuant to the Securities Act, the Exchange ActAct and the rules and regulations of the Commission on a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (bc) Parent has delivered or made available to the Company Companies true and complete copies of its registration statement (including all amendments thereto and supplements to the registration statements, information statements prospectus contained therein) and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the The Parent SEC Documents, as of their respective datesdates (or, contained if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) complied 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 of the Commission promulgated thereunder applicable thereto, and did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (cd) Except as set forth on Schedule 3.83.6, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1May 30, 20032008. Prior to and until the Closing, Parent will provide to the Company Companies copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1May 30, 2003 2008, and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports documents or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (de) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ef) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“MHSC.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (fg) The Parent has complied in SEC Documents include all material respects with certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Securities Exchange Act, Exchange and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and all each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other applicable federal than a knowledge qualification, permitted under such provision, and state securities lawshave not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.

Appears in 1 contract

Samples: Securities Exchange Agreement (Juhl Wind, Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1[__________], 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012005. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 31, 20032004. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 31, 2003 2004 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an "investment company company" within the meaning of Section 3 of the Investment Company Act. (e) The shares Shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," BEAI.OB and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of the Parent, the Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Becoming Art Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statementsforms, proxy statements, information statements reports and reports documents required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports Act (collectively, the "Parent SEC Documents"”). The Parent SEC Documents (i) filed by the Parent were prepared in all material respects in accordance with the Commission. None requirements of the Parent SEC DocumentsSecurities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not, at the time they were filed (or at the effective date thereof in the case of their respective datesregistration statements), 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 contained therein made therein, in light of the circumstances under which they were made, not misleading. (cb) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1October 7, 20032005. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1October 7, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission 2005 and any and all subsequent information statements, proxy statements, reports or notices and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. (dc) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ed) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board Pink Sheets under the symbol "LGIV.OB," “XXXX.XX”, and Parent Parent, to the best of its knowledge, is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Pink Sheets applicable to it and the Parent Stock. (e) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the Pink Sheets LLC. (f) The To the best of its knowledge, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Aries Ventures Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15August 22, 20012012 (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Parent is not, and never has been, a “shell company” as defined in Rule 12b-2 under the Exchange Act and as indicated in the Parent’s filings with the Commission. (f) The shares of Parent Common Stock are quoted on the Over-the-Counter OTCQB tier of the OTC Markets Group (OTCthe “OTC Markets”) Bulletin Board under the symbol "LGIV.OB," “FUTU” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver the Parent Common Stock contemplated by this Agreement. There is no action or proceeding pending threatened against the Company by The Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to any intention by such entity to prohibit or terminate the quotation of the Company Common Stock on the OTC Markets. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise materially complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger and Share Exchange Agreement (Future Healthcare of America)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15April 22, 20012011, as amended on September 12, 2011 (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “PWMY: OTCQB” and Parent is in compliance in all material respects with all rules and regulations of the OTC OTCQB Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Stratex Oil & Gas Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1November 29, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012002. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and other reports required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 15(d) of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 20032004. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 2004 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OBQEXI.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Quality Exchange Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent The Company has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by the Company pursuant to the Exchange ActAct (collectively, the “Company SEC Documents”). Parent The Company has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent Company SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. . Each of the Company SEC Documents complied in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (c) Except including, in each case, any related notes), contained in the Company SEC Documents, including any Company SEC Documents filed after the date of this Agreement until the Closing, complied, as set forth on Schedule 3.8of its respective filing date, Parent has not filed, in all material respects with all applicable accounting requirements and nothing has occurred the published rules and regulations of the Commission with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003thereto. Prior to and until the Closing, Parent the Company will provide to the Company copies of any and all amendments or supplements to the Parent Company SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent the Company subsequent to the filing of the Parent Company SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Company with the Commission or delivered to the stockholders of Parent. (d) Parent the Company. The Company is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) . The shares of Parent Company Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under Board. Between the symbol "LGIV.OB," date hereof and Parent is in compliance in all material respects with all rules and regulations the Closing Date, the Company shall continue to satisfy any applicable filing requirements of the OTC Bulletin Board Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable to it and securities laws. To the Parent Stock. (f) The Parent knowledge of the Company, the Company has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Znomics, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1April 4, 2002 2007. 942,300 shares of Parent Common Stock were transferred from the original owners and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001are freely tradable. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None The Parent SEC Documents, as of their respective dates, complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder applicable to the Parent SEC Documents, and none of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.83.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 31, 20032009. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 31, 2003 2009, and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB“CLGX.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the knowledge of Parent, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Securities Exchange Agreement (City Language Exchange Inc)

SEC Reporting and Compliance. (a) Parent Acquiring Entity filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1October 24, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act2014, which became effective on October 15January 27, 20012015 (the "Acquiring Entity Registration"). Since October 15that date, 2001 and except as set forth on Schedule 3.8, Parent Acquiring Entity has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent Acquiring Entity has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent Acquiring Entity has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent Acquiring Entity SEC Documents") filed by the Parent Acquiring Entity with the Commission. None As of its respective filing date, each Acquiring Entity SEC Document complied in all material respects with the requirements of the Parent Exchange Act and the rules and regulations promulgated thereunder applicable to such Acquiring Entity SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Acquiring Entity SEC Document has been revised or superseded by a later filed Acquiring Entity SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent Acquiring Entity will provide to the Company copies of any and all amendments or supplements to the Parent Acquiring Entity SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Acquiring Entity subsequent to the filing of the Parent Acquiring Entity SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Acquiring Entity with the Commission or delivered to the stockholders of ParentAcquiring Entity. (d) Parent Acquiring Entity is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) Acquiring Entity is not a "shell company" as defined in Rule 12b-2 under the Exchange Act and as indicated in the Acquiring Entity's filings with the Commission. (f) The shares of Parent Acquiring Entity Common Stock are quoted on the Over-the-Counter OTC Markets Group (OTCthe "OTC Markets") Bulletin Board under the symbol "LGIV.OB,FWFH" and Parent is Acquiring Entity is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Markets applicable to it and the Parent Acquiring Entity Common Stock. The issuance of Acquiring Entity Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Acquiring Entity Common Stock is currently listed or quoted. (fg) Between the date hereof and the Effective Time, Acquiring Entity shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Markets. (h) The Parent Acquiring Entity SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Acquiring Entity nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Acquiring Entity has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Acquisition and Share Exchange Agreement (DOCASA Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-11 under the Securities Act which became effective on February 1January 22, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012013. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing Nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof for which Parent has failed to file such report. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the Over-the-Counter OTC Pink (OTCSEC Reporting – Current) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations tier of the electronic quotation system operated by OTC Bulletin Board applicable to it and the Parent Stock.Markets, Inc. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (American Boarding Co)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February March 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012005. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 31, 20032004. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 31, 2003 2004 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an "investment company company" within the meaning of Section 3 of the Investment Company Act. (e) The shares Shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," CHZN.OB and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of the Parent, the Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Common Horizons Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 157, 20012010 (the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act of 1940, as amended. (e) Parent is not, and has not been at any time since its inception, a “shell company” as defined in Rule 12b-2 under the Exchange Act. (ef) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “SDSP” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver to the Stockholders the Parent Common Stock contemplated by this Agreement. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger Agreement (CannLabs, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on April 17, 2006, which became effective on October 15, 2001sixty (60) days thereafter in accordance with Section 12(g) of the Exchange Act and the rule promulgated thereunder. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements reports and reports filings required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered provided to the Company true and complete copies of the registration statement on Form 10-SB referred to in section 3.7(a) above, and all annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K, the Initial Registration Statement, and all amendments thereto, and other statements, information statements reports and other reports filings (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as As of their respective dates, contained the Parent SEC Documents (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Parent SEC Documents, and (ii) did not at the time they were filed (or if amended or superseded by a filing before 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 contained therein therein, in the light of the circumstances under which they were made, not misleading. None of Parent’s subsidiaries is required to file any forms, reports or other documents with the SEC. (c) Except as set forth on Schedule 3.8As of the date hereof, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1August 13, 20032007. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1August 13, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission 2007, and any and all subsequent information statements, proxy statements, reports or notices and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “XDRC.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. The OTC Bulletin Board has cleared the Form 211 filed by Parent pursuant to Rule 15c2-11(a)(5) of the Exchange Act. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) Parent has otherwise complied in all material respects with the Securities Act of 1933, as amended (the “Securities Act”), Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Xedar Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about November 26, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “HVYM.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent has complied in all material respects with shall continue to satisfy the Securities Act, filing requirements of the Exchange Act and all other requirements of applicable federal securities laws and state securities lawsof the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.

Appears in 1 contract

Samples: Merger Agreement (Heavy Metal, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about March 30, 20012007 (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “BBNG.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (BBN Global Consulting, Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 2001. Since October 15, 2001 and except as set forth on Schedule 3.8, Parent has timely filed with the Commission all registration statementsforms, proxy statements, information statements reports and reports documents required to be filed by companies registered pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 Section 12(g) of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports Act (collectively, the "Parent SEC Documents"”). The Parent SEC Documents (i) filed by the Parent were prepared in all material respects in accordance with the Commission. None requirements of the Parent SEC DocumentsSecurities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not, at the time they were filed (or at the effective date thereof in the case of their respective datesregistration statements), 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 contained therein made therein, in light of the circumstances under which they were made, not misleading. (cb) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1September 30, 20032011. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1September 30, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission 2011 and any and all subsequent information statements, proxy statements, reports or notices and filings filed by the Parent with the Commission or delivered to the stockholders of Parent. (dc) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (ed) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) OTC Bulletin Board under the symbol "LGIV.OB," “BNTE”, and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (e) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board and, as of the Closing Date, the Parent Stock shall be listed on the OTC Bulletin Board. (f) The To the best of its knowledge, Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Trunity Holdings, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15December 6, 20012013 (the “Parent Registration Statement”). Since October 15December 6, 2001 and except as set forth on Schedule 3.82013, the Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports filed by Parent with the Commission since December 6, 2013 (collectively, the "Parent SEC Documents") filed by the Parent with the CommissionCommission since December 6, 2013. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board OTC Pink Marketplace under the symbol "LGIV.OB," “ATVM” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board Pink Marketplace applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTCBB. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Active With Me Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about March 1, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “GNLF.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Greenleaf Forest Products, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15July 12, 20012007, (the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTCOTCQB) Bulletin Board under the symbol "LGIV.OB," “CINJ” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTCQB Bulletin Board. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger Agreement (Cinjet Inc)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on February 13, 2012, and a Post Effective Amendment to such Registration Statement declared effective on October 152, 20012013 (the “Parent Registration”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None As of its respective filing date, each Parent SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder applicable to such Parent SEC DocumentsDocuments and, as of their respective datesexcept to the extent that information contained in any Parent SEC Document has been revised or superseded by a later filed Parent SEC Document, contained did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “SSTL” and Parent is is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. The issuance of Parent Common Stock under this Agreement does not contravene the rules and regulations of the trading market on which the Parent Common Stock is currently listed or quoted, and no approval of the stockholders of Parent is required for Parent to issue and deliver to the Stockholders the Parent Common Stock contemplated by this Agreement. (fg) Between the date hereof and the Effective Time, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (h) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (i) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws, rules and regulations.

Appears in 1 contract

Samples: Merger Agreement (SSTL, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1May 8, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012006. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1December 31, 20032006. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1December 31, 2003 2006 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are is not listed on any exchange or traded or quoted on the any Over-theThe-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," or quotation services and Parent is in compliance in all material respects with all rules and regulations there are no market makers publishing bid and/or ask price(s) for shares of the OTC Bulletin Board applicable to it and the Parent StockParent’s capital stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Amerasia Khan Enterprises Ltd.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1November 22, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012005. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Act. Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent PARENT SEC DocumentsDOCUMENTS") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8SCHEDULE 3.7, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. K. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB,NWYR.OB" and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Stock. (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and the OTC Bulletin Board. (g) To the best knowledge of the Parent, the Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Northern Way Resources, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15June 23, 20012008, as amended to date (the “Parent Registration Statement”). Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “CBBV.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Caribbean Villa Catering Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about November 26, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “HVYM.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) The Between the date hereof and the Closing Date, Parent has complied in all material respects with shall continue to satisfy the Securities Act, filing requirements of the Exchange Act and all other requirements of applicable federal securities laws and state securities lawsof the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements.

Appears in 1 contract

Samples: Merger Agreement (interCLICK, Inc.)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15or about June 11, 20012007. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered made available to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “SSIN.OB” and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Common Stock. (f) Between the date hereof and the Closing Date, Parent shall continue to satisfy the filing requirements of the Exchange Act and all other requirements of applicable securities laws and of the OTC Bulletin Board. (g) The Parent SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Parent nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) Parent has otherwise complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Adex Media, Inc.)

SEC Reporting and Compliance. (a) Parent Excel filed a registration statement on Form SB-2 S-1 under the Securities Act which became effective on February 1, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15July 25, 20012011 (the “Excel Registration Statement”). Since October 15Except as evidenced by the Excel SEC Documents (as defined below), 2001 and except as set forth on Schedule 3.8since the date of the Excel Registration Statement, Parent Excel has timely filed with the U.S. Securities and Exchange Commission (the “Commission”) all registration statements, proxy statements, information statements and reports required to be filed pursuant to the Exchange Securities Act. Parent Excel has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (b) Parent Excel has delivered made available online to the Company Member true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent “Excel SEC Documents") filed by the Parent Excel with the Commission. None of the Parent Excel SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003. Prior to and until the Closing, Parent Excel will provide to the Company Member copies of any and all amendments or supplements to the Parent Excel SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent Excel subsequent to the filing of the Parent Excel SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent Excel with the Commission or delivered to the stockholders shareholders of ParentExcel. (d) Parent Excel is not an investment company within the meaning of Section 3 of the Investment Company ActAct of 1940, as amended. (e) The shares of Parent Excel Common Stock are quoted on the Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," “EXCC.OB” and Parent Excel is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent Excel Common Stock. (f) The Parent has complied in all material respects with Between the date hereof and the Closing Date, Excel shall continue to satisfy the filing requirements of the Securities Act, Act and the Exchange Act and all other requirements of applicable federal securities laws and state securities lawsof the OTC Bulletin Board. (g) The Excel SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the Sxxxxxxx-Xxxxx Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither Excel nor any of its officers has received any notice from the Commission questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications or statements. (h) In issuing the Exchange Shares in the Exchange hereunder, neither Excel nor anyone acting on its behalf has offered to sell the Exchange Shares by any form of general solicitation or advertising.

Appears in 1 contract

Samples: Securities Exchange Agreement (Excel Corp)

SEC Reporting and Compliance. (a) Parent filed a registration statement on Form SB-2 under the Securities Act which became effective on February 1August 24, 2002 and was not withdrawn, and a registration statement on Form 10-SB under the Exchange Act, which became effective on October 15, 20012006. Since October 15, 2001 and except as set forth on Schedule 3.8that date, Parent has timely filed with the Commission all registration statements, proxy statements, information statements and reports required to be filed by Parent pursuant to the Exchange ActAct (collectively, the “Parent SEC Documents”). Parent has not filed with the Commission a certificate on Form 15 pursuant to Rule 12h-3 of the Exchange Act. (b) Parent has delivered to the Company true and complete copies of the registration statements, information statements and other reports (collectively, the "Parent SEC Documents") filed by the Parent with the Commission. None of the Parent SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading. Each of the Parent SEC Documents complied, and each Parent SEC Document to be filed with the Commission prior to the Effective Date shall comply, in all material respects, with the applicable requirements of the Securities Act and the Securities Exchange, as the case may be. Each of the financial statements (including, in each case, any related notes), contained in the Parent SEC Documents, including any Parent SEC Documents filed after the date of this Agreement until the Closing, complied, as of its respective filing date, in all material respects with all applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. (c) Except as set forth on Schedule 3.8, Parent has not filed, and nothing has occurred with respect to which Parent would be required to file, any report on Form 8-K since January 1, 2003prior to the date hereof. Prior to and until the Closing, Parent will provide to the Company copies of any and all amendments or supplements to the Parent SEC Documents filed with the Commission since January 1, 2003 and all subsequent registration statements and reports filed by Parent subsequent to the filing of the Parent SEC Documents with the Commission and any and all subsequent information statements, proxy statements, reports or notices filed by the Parent with the Commission or delivered to the stockholders of Parent. (d) Parent is not an investment company company” within the meaning of Section 3 of the Investment Company Act. (e) The shares of Parent Common Stock are quoted is presently eligible for quotation and trading on the NASD Over-the-Counter (OTC) Bulletin Board under the symbol "LGIV.OB," and Parent is in compliance in all material respects with all rules and regulations of the OTC Bulletin Board applicable to it and the Parent StockBoard. . (f) The Between the date hereof and the Closing Date, Parent shall continue to satisfy any applicable filing requirements of the Exchange Act or the Securities Act, as the case may be, and all other requirements of applicable securities laws. (g) To the knowledge of Parent, Parent has complied in all material respects with the Securities Act, Exchange Act and all other applicable federal and state securities laws.

Appears in 1 contract

Samples: Merger Agreement (Pacific Syndicated Resources, Inc.)

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