SEC Reporting Obligations. The Company confirms that it has either (i) a class of securities registered pursuant to Section 12 of the Exchange Act; or (ii) a reporting obligation pursuant to Section 15(d) of the Exchange Act, and has provided the Trustees with an Officer’s Certificate (in a form provided by the Trustees) certifying such reporting obligation and other information as requested by the Trustees. The Company covenants that in the event that any such registration or reporting obligation shall be terminated by the Company in accordance with the Exchange Act, the Company shall promptly notify the Trustees of such termination and such other information as the Trustees may require at the time. The Company acknowledges that the Canadian Trustee is relying upon the foregoing representation and covenants in order to meet certain obligations with respect to those clients who are filing with the Commission.
SEC Reporting Obligations. For so long as the Company's common stock is registered under the Securities Exchange Act of 1934, as amended (said Act and rules and regulations promulgated thereunder being hereinafter referred to as the "Exchange Act"), the Company (i) will file all forms, reports, statements and other documents required to be filed with (A) the Securities and Exchange Commission ("SEC"), including, without limitation (1) all Annual Reports on Form 10-KSB, (2) all Quarterly Reports on Form 10-QSB, (3) all proxy statements relating to meetings of stockholders (whether annual or special), (4) all Reports on Form 8-K, (5) all other reports or registration statements and (6) all amendments and supplements to all such reports and registration statements and (B) any state, local or other governmental authority pursuant to applicable laws regulating the offer and sale of securities (the "Blue Sky Laws") and (C) all forms, reports, statements and other documents required to be filed with any other applicable federal or state regulatory authorities. The Company Reports shall be prepared in all material respects in accordance with the requirements of applicable Law (including, the Securities Act and Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company Reports) and shall not at the time they are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
SEC Reporting Obligations. Purchaser acknowledges and agrees that he may be subject to reporting requirements of Sections 13 promulgated under the Exchange Act, and covenants and agrees it shall comply with all such requirements, as applicable.
SEC Reporting Obligations. (a) The Buyer shall prepare and deliver all financial and other information relating to the Company and its Subsidiaries, in such form and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations of the SEC and the NYSE, including in respect of Triarc’s Annual Report on Form 10-K for the fiscal year ending December 30, 2007 (the “Triarc 2007 10-K”) and Triarc’s Current Report on Form 8-K related to the consummation of the transactions contemplated by the Merger Agreement, and any amendments to any of the foregoing; and, in connection therewith, the Buyer shall, after receiving reasonable advance notice, provide the Sellers’ Representative’s officers and employees and its independent auditors with reasonable access to the books and records of the Company (to the extent that they relate to the period ending on the Closing Date).
(b) The Buyer shall provide such cooperation as the Sellers’ Representative may reasonably request to permit the Sellers’ Representative’s independent auditors to complete their review of the financial statements required to be included in their audit of the financial statements required to be included in the Triarc 2007 10-K.
(c) The Buyer shall cause such of its employees as the Sellers’ Representative shall reasonably request to deliver to the Sellers’ Representative certifications, consistent in form and substance with past practice, and to participate in a pre-filing “certification” meeting with the officers and employees of Triarc, in connection with the filing of the Triarc 2007 10-K.
(d) As long as the Sellers’ Representative is required to report its investment in the Buyer under the equity method of accounting in accordance with GAAP, the Buyer shall prepare and deliver all financial and other information relating to the Buyer and its Subsidiaries, in such form and manner and at such times as the Sellers’ Representative may reasonably request to enable the Sellers’ Representative to satisfy its reporting and other obligations under applicable laws, rules and regulations of the SEC and the New York Stock Exchange. Without limiting the generality of the foregoing, upon the reasonable request of the Sellers’ Representative, the Buyer shall (i) use its commercially reasonable efforts to cause its independent auditors to deliver to the SEC any auditor’s consent that is required t...
SEC Reporting Obligations. Purchaser will be current with its SEC reporting obligations on the Closing Date.
SEC Reporting Obligations. Pursuant to Regulation S-K promulgated pursuant to the Securities Exchange Act of 1934, PAWS must file audited consolidated pro forma financial statements within seventy-five (75) days of the Closing (the “PDC Audit”). In the event that the audited consolidated pro forma financial statements cannot be completed within the time frame specified in Regulation S-K, this agreement shall automatically terminate, the consideration exchanged pursuant to Section 1.1 above shall be returned to their respective owners and any monies advanced to PDC shall be returned to PAWS within one hundred eighty (180) days of the termination.
SEC Reporting Obligations. Guaranty has for the past three years filed all material reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with the SEC pursuant to the Exchange Act. As of their respective dates, each of such reports and statements (or if amended, as of the date so amended), were true and correct and complied in all material respects with the relevant statutes, rules and regulations enforced or promulgated by the SEC and such reports did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
SEC Reporting Obligations. Section 3.1 Effective upon consummation of the Merger, Section 3.14 of the Indenture is hereby deleted and replaced with the following:
SEC Reporting Obligations. Between the date of this Agreement and the earlier of the Closing Date and the date that this Agreement is terminated pursuant to Article VIII, each of the Company and Parent shall timely file with or furnish to, as applicable, the SEC any and all reports, registration statements, prospectuses and proxy statements that are required to be filed with or furnished to, as applicable, the SEC under the Securities Act or the Exchange Act (the “Interim SEC Reports”), and no such SEC Reports shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Interim SEC Reports shall comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto.
SEC Reporting Obligations. Since January 1, 2003, Emclaire has filed all material reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with the SEC. As of their respective dates, each of such reports and statements, as amended, were true and correct and complied in all material respects with the relevant statutes, rules and regulations enforced or promulgated by the SEC and none of the information contained in such reports and statements was false or misleading with respect to any material fact, or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date
